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Oct 20, 2017 11:16 pm EDT

Nominating and Governance Committee

NOMINATING & GOVERNANCE

COMMITTEE CHARTER

Purpose

The Nominating & Governance Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Bankrate, Inc. (the "Company") (1) to assist the Board by identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and to recommend to the Board the director nominees for the next annual meeting of shareholders; (2) to develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company; (3) to lead the Board in its annual review of the Board and management's performance; and (4) to recommend to the Board director nominees for each committee.

Committee Membership

The Committee shall consist of that number of members as set by the Board, and when required under the rules of the New York Stock Exchange (the "NYSE"), no fewer than three members. The members of the Committee shall meet the independence requirements of the NYSE to the extent applicable.

The members of the Committee shall be appointed by the Board. One member of the Committee shall be appointed as Committee Chairman by the Board. Committee members may be replaced by the Board.

Meetings

The Committee shall meet as often as necessary to carry out its responsibilities. The Committee Chairman shall preside at each meeting. In the event the Committee Chairman is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting chair of such meeting.

Committee Authority and Responsibilities

  1. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
  2. The Committee shall actively seek individuals qualified to become directors for recommendation to the Board.
  3. The Committee shall annually review and make recommendations to the Board with respect to the compensation and benefits of directors, including under any incentive compensation plans and equity-based compensation plans.
  4. The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year.
  5. The Committee shall review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
  6. The Committee shall make regular reports to the Board.
  7. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
  8. The Committee shall annually review its own performance.
  9. The Committee may form and delegate authority to subcommittees when appropriate.
Michael J. Kelly Sree Kotay Peter C. Morse
  • Member
  • Chair
  • Financial Expert
  • Independent Director

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