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Governance PrinciplesGovernance Principles
The following Corporate Governance Principles (the "Principles") have been adopted by the Board of Directors (the "Board") of Nucor Corporation ("Nucor" or the "Company"). These Principles, along with the charters of the committees of the Board, provide the framework for the corporate governance of the Company. These Principles are subject to modification from time to time by the Board.
Role of the Board and Management
The primary responsibility of the Board members is to act in what they reasonably believe to be in the best interests of the Company and its stockholders. Nucor's business is conducted by its employees, managers and officers under the direction of the Chief Executive Officer (the "CEO") and the oversight of the Board. In performing their oversight responsibilities, directors rely on the ability and integrity of management in carrying out their responsibilities.
Director Responsibilities
The Board will meet as frequently as required to review and discuss reports by management on the performance of the Company, its plans and prospects, as well as immediate issues facing the Company. Directors are expected to participate in Board meetings, review relevant materials, serve on Board committees and adequately prepare for meetings and discussions with management. Directors are expected to attend all meetings, including the annual meeting of stockholders.
Selection of Directors
Under Nucor's bylaws, the Board of Directors has authority to fill vacancies on the Board and to nominate candidates for election by the stockholders. The Board's Governance and Nominating Committee is responsible for (1) developing and recommending to the Board of Directors specific guidelines and criteria for selecting nominees for election to the Board, and (2) reviewing the qualifications of and making recommendations to the Board regarding nominees for election as a director at each annual meeting of stockholders and the nominees for directors to be elected by the Board to fill any vacancies or newly created directorships.
Effect of Withheld Votes in Uncontested Elections for Director
Any nominee for director in an uncontested election who receives a greater number of votes "withheld" from his or her election than votes "for" such election shall promptly tender his or her resignation for consideration by the Governance and Nominating Committee. The Committee shall evaluate the director's tendered resignation taking into account the best interests of the Company and its stockholders and shall recommend to the Board whether to accept or reject such resignation. In making its recommendation, the Committee may consider, among other things, the effect of the exercise of cumulative voting in the election. The Board shall act within 120 days following certification of the stockholder vote and disclose its decision and the reasons therefor in an 8-K filing with the Securities and Exchange Commission ("SEC"). Any director who tenders his or her resignation pursuant to this principle shall not participate in any committee or Board consideration of it. This governance principle will be summarized or included in the Company's annual proxy statement.