Nuveen Management Investment Companies Nominating and Governance Committee Charter

Transcription

1 Nuveen Management Investment Companies Nominating and Governance Committee Charter (Last reviewed by the Nominating and Governance Committee on September 22, 2017 and approved by the Fund Board on November 17, 2014) I. Nominating and Governance Committee: Membership and Purpose The Nominating and Governance Committee shall be composed entirely of independent directors of the Board with one independent director elected as chair of the committee. The term independent director as used in this Charter means any director or trustee who is not an interested person of the Funds as such term is defined in the Investment Company Act of 1940, as amended, and any rules or regulations adopted thereunder (the 1940 Act ). The purpose of the Committee is to seek, identify and recommend to the Board qualified candidates for election or appointment to the Funds Board of Directors, and matters related thereto. In addition, the Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of Committee members, the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. II. Board: Selection and Tenure A. The Committee shall periodically review the composition of the Board of Directors, including its size and mix of skills, experience, and background. B. The Committee shall, as part of the recruitment process, and with the assistance of its counsel, define and clarify the duties and responsibilities of Board members. In performing this function, the Committee shall consider, among other things, legal and fiduciary duties; expectations regarding preparation, attendance, and participation at meetings; fund ownership; and limitations on investments. C. The Committee shall make nominations for director membership on the Board of Directors, with input from various sources as the committee deems necessary. The Committee shall evaluate the members of the current Board of Directors and identify, recruit and evaluate candidates for Board membership, including evaluation of their independence from the Funds investment adviser and other principal service providers, including any affiliates of such persons, if applicable. The Committee shall consider the effect of any relationships beyond those delineated in the 1940 Act and any other applicable federal securities laws and regulations and rules and regulations of self-regulatory organizations that might impair their independence, e.g., business, financial or family relationships with the Funds investment adviser and service providers, including any affiliates of such persons. D. The Committee shall review on an annual basis questionnaires completed by all directors regarding their independence. E. The Committee shall periodically review and make recommendations with regard to the tenure of the directors, including term limits and/or age limits. F. The Committee shall look to many sources for recommendations of qualified directors. These sources shall include current directors, members of the management company, current security holders of the Funds, third party sources and any other persons or entities as may be deemed necessary or desirable by the Committee. The Committee may, but shall not be required to, develop and establish additional material elements of the foregoing policy in furtherance of the objectives and elements currently stated therein.

2 G. The Committee may, but shall not be required to, establish necessary or desirable minimum qualifications to be possessed by all nominees and may also establish specific qualities or skills to be possessed by one or more directors. III. Committees: Selection and Review A. Subject to the approval of the full Board, the Committee shall review committee assignments at least annually and make nominations for director membership on all committees. The committee shall also recommend to the full Board the chair of each committee. B. The Committee shall periodically review and make recommendations to the full Board regarding the responsibilities and charters of any committee (other than the Audit Committee) of the Board, the continuing need for each committee, the need for additional committees, and the need or desire to combine or reorganize committees. IV. Board: Education and Operations A. The Committee shall periodically review and make recommendations concerning continuing education for incumbent directors and appropriate orientation materials and procedures for new directors. B. The Committee shall periodically review and make recommendations concerning the organization of Board of Directors meetings, including the frequency, timing, content, and agendas of the meetings. C. The Committee shall evaluate the performance of the Board at least annually, with a view towards enhancing its effectiveness. D. The Committee shall establish a process by which security holders will be able to communicate in writing with members of the Board of Directors via regular mail. The Manager of Fund Board Relations, or such other person designated by the Committee, shall assist the Committee in developing and implementing this process. The process will also provide that the Manager of Fund Board Relations, or such other person designated by the Committee, will be appointed to administer the operations of the communications process established hereunder. Written communications to directors should be addressed to the Funds at the address of the principal offices of the Funds, which currently is 333 West Wacker Drive, Chicago, Illinois If the communication is intended for a specific director and so indicated it will be sent only to that director. If a communication does not indicate a specific director it will be sent to the Chair of the Committee and the outside counsel to the independent directors for further distribution as deemed appropriate by such persons. The Committee is hereby authorized to oversee the administration, implementation and maintenance of this communications process and further develop and refine this process as deemed necessary or desirable by the Committee. E. The Committee shall establish a policy relating to attendance by directors at annual meetings of the Funds. V. Other Powers and Responsibilities A. The Committee shall monitor the performance of legal counsel, and any other service providers (other than the independent auditors, which are monitored by the Audit Committee) that are chosen by the directors, and shall supervise counsel for the independent directors. 2

3 B. The Committee shall periodically review and make recommendations regarding director compensation to the full Board of Directors, including the compensation of the Independent Chairman of the Board. C. The Committee shall have the resources and authority to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). D. The Committee shall be authorized to adopt Key Practices to further develop, clarify and implement its duties and responsibilities as set forth in this Charter, which Key Practices may be amended and/or restated from time to time upon the approval of a majority of the members of the Committee. E. The Committee shall be authorized to appoint a Lead Director with such duties and responsibilities as the Committee shall from time to time establish. The Committee is also authorized to establish appropriate compensation for the Lead Director. 3

4 Nominating and Governance Committee Key Practices The Nominating and Corporate Governance Committee (the Committee ) has adopted the following key practices to assist it in fulfilling the duties and responsibilities set forth in its charter (the Charter ), which key practices may be amended and/or restated from time to time upon the approval of a majority of the members of the Committee. 1. CHARTERS. The Charter of the Committee and all other committee charters of the Board of Directors shall be posted to the website for the Funds. 2. SIZE OF THE BOARD OF DIRECTORS. It is the goal of the Board of Directors to establish its size at a number of directors that enhances its ability to carry out its responsibilities in an effective and efficient manner. Based on past experience, the desired number of directors is in the range of nine to twelve directors including both independent and non-independent members. This number is subject to modification depending on changes in the current portfolio of director responsibilities. 3. RECOMMENDED CANDIDATES. The Committee shall consider any and all candidates recommended as nominees for directors to the Committee by current directors, members of the management company, current security holders of the Funds, third party sources, and any other persons or entities as may be deemed necessary or desirable by the Committee. Persons or entities, including security holders of the Funds, who wish to nominate a candidate to the Funds Board of Directors shall mail information to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois This information must include evidence of fund ownership of the person or entity recommending the candidate, a full listing of the proposed candidate s education, experience, current employment, date of birth, names and addresses of at least three professional references, information as to whether the candidate is an interested person in relation to such Fund, as such term is defined in the Investment Company Act of 1940, as amended, and such other information that would be helpful to the Committee in evaluating the candidate. All satisfactorily completed information regarding candidates will be forwarded to the Chair of the Committee and the outside counsel to the independent directors. All nominations from fund shareholders will be acknowledged, although there may be times when the Committee is not actively recruiting new directors. In those circumstances nominations will be kept on file until active recruitment is under way. 4. DESIRED QUALIFICATIONS, QUALITIES AND SKILLS. It is the goal of the Committee to recruit and retain well-qualified independent directors of high integrity, whose collective skills and experience enable the Board to best represent the interests of the Funds security holders and ensure appropriate oversight of a wide range of regulatory and business issues. It is the goal of the Committee to consider a number of candidates when a vacancy on the Board of Directors occurs. Each candidate must meet certain basic requirements, including relevant skills and experience, time availability and, if qualifying as a non- interested person candidate, independence from the management company, the adviser or service providers. These experience requirements may vary depending on the current composition of the Board of Directors, since the goal is to ensure an appropriate range of skills and experience, in the aggregate. All candidates must meet high expectations of personal integrity, governance experience and professional competence that are assessed on the basis of personal interviews, recommendations, or direct knowledge by Committee members. 5. NOMINEE EVALUATION PROCESS. The Committee will consider as a candidate any director of the Funds who has indicated to the Committee that he or she is willing to stand for re-election as well as any other person who is recommended by any security holders of the

5 Funds and any other sources the Committee may utilize at its discretion upon the receipt of the written information relating to the candidate required under these Key Practices. Recommendations for candidates to the Board of Directors will be evaluated in light of whether the number of directors on the Board of Directors is expected to change and whether the Board of Directors expects any vacancies. The Committee may also undertake its own search process for candidates and may retain the services of professional search firms or other third parties to assist in any such search. The Committee may use any process it deems appropriate for the purpose of evaluating candidates which is consistent with the policies set forth in the Charter and these Key Practices, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. Background information on a potential candidate initially will be forwarded to the Chair of the Committee and the outside counsel to the independent directors. Nominees for each election or appointment of directors shall be evaluated using a substantially similar process and under no circumstances shall the Committee evaluate nominees recommended by a security holder of the Funds on a basis substantially different than that used for other nominees for the same election or appointment of directors. 6. CATEGORIZE RECOMMENDATIONS. For purposes of facilitating disclosure required in the Proxy Statement, the Committee and the Secretary shall identify and organize the recommendations for nominees received by the Committee (other than nominees who are executive officers or who are directors standing for re-election) in accordance with one or more of the following categories of persons or entities that recommended that nominee: (1) a security holder, independent director, chief executive officer, or other executive officer of the investment company; (2) a third-party search firm used by or on behalf of the investment company; (3) a security holder, director, chief executive officer, other executive officer, or employee of the investment company s (a) investment advisor, (b) principal underwriter, or (c) affiliated person of the investment adviser or principal underwriter; and (4) any other specified source. 7. 5% SHAREHOLDER RECOMMENDATIONS. For purposes of facilitating disclosure required in the Proxy Statement, the Committee and the Secretary shall identify any candidates recommended by security holders owning 5% or more of the Funds voting common securities, and identify the security holder making such recommendation, as provided in and to the extent required under Item 7(d)(2)(ii)(L) of Schedule 14A under the Securities Exchange Act of MATERIAL CHANGES TO NOMINATION PROCEDURES. For proposes of facilitating disclosure required in Form N-CSR, the Committee and the Secretary shall identify any material changes to the procedures for security holder nominations for the reporting period in which such material changes occur. 9. SECURITY HOLDER COMMUNICATIONS. The Committee and the Manager of Fund Board Relations, or such other person designated by the Committee, shall further develop and implement the security holder communications process as provided in Section IV (D) of the Charter. Specifically, the process approved in the Charter shall be implemented and maintained as follows: 2

6 A. Addresses and appropriate routing systems and devices shall be established and maintained to implement the communications process, as necessary or desirable. B. Written communications to directors should be addressed to Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL C. Website posting of the address or addresses for written communication to directors as set forth herein or established hereunder. D. The Manager of Fund Board Relations, or such other person designated by the Committee, shall monitor the director communications on a regular basis. E. Each and every communication received will be forwarded by the Manager of Fund Board Relations, or such other person designated by the Committee, directly to the Board members as expeditiously as reasonably practicable in accordance with the provisions of the Charter and these Key Practices. 10. ANNUAL MEETING ATTENDANCE. It is the goal of the Board of Directors of the Funds to have as many members of the Board of Directors as is reasonable in attendance at annual shareholders meetings. As required under the Charter, the Committee hereby establishes a policy of the Board that the directors shall make reasonable efforts to attend the annual meeting of each of the Funds, while also recognizing that each director serves as a director for a number of Funds and that it may not be possible or practical to attend all of the annual meetings of the Funds. At the largest grouping of these annual fund company meetings, all of the directors regularly attend and have done so for many years. At other smaller meetings scattered throughout the year, it may not be practical for Board members to attend all of these meetings. The Committee shall direct the Secretary to compile information relating to the attendance of the directors at each annual meeting. This policy and the attendance information relating to the most recent annual meeting shall be posted to the website for the Funds and the website address for such information shall be set forth in the Proxy of the Funds, in order to provide the Fund an exemption from disclosing this policy in the Proxy of the Funds. 3