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Corporate Governance Committee Charter

The Corporate Governance Committee of the Board of Trustees (the Board) of Eversource (the Company) is responsible for oversight of the Company's governance programs.

It establishes the criteria for membership on the Board, recommends the composition of the Board and its committees monitors a process to assess Board effectiveness and develops and regularly reviews a set of corporate governance guidelines applicable to the Company.

Membership and Meetings

The members of the Corporate Governance Committee shall meet the independence requirements of the New York Stock Exchange. Trustees serving on the Corporate Governance Committee shall have sufficient knowledge and familiarity in the area of corporate governance practices and policies to discharge the duties and responsibilities of the Corporate Governance Committee.

The members of the Corporate Governance Committee shall be appointed annually by the Board. One of the members of the Corporate Governance Committee shall be designated by the Board to be Chair.

The Corporate Governance Committee shall meet as often as it determines, but not less frequently than three times per year.

Committee Authority and Responsibilities

The Corporate Governance Committee shall have the authority to delegate its responsibilities to subcommittees (consisting of one or more its members) as the Corporate Governance Committee sees fit.

The Corporate Governance Committee shall have the authority, to the extent it deems necessary or appropriate, to retain and terminate any search firm to be used to identify candidates for membership on the Board, and to retain consultants, outside counsel and other advisors. The Corporate Governance Committee or its Chair acting on behalf of the Corporate Governance Committee shall have sole authority to approve related fees and engagement terms.

The Corporate Governance Committee shall make regular reports to the Board. The Corporate Governance Committee shall maintain minutes of its meetings and provide copies of the minutes to the Board. The Corporate Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Corporate Governance Committee shall annually review its own performance and report its findings to the Board.

The Corporate Governance Committee, as necessary or appropriate, shall:

  1. Develop and recommend to the Board for its approval a set of corporate governance guidelines. The Committee shall review the guidelines on an annual basis, or more frequently if appropriate, and recommend changes as necessary.
  2. Establish criteria, including required qualifications and experience, for Board candidates and for evaluating suitability of potential nominees proposed by management or shareholders.
  3. Prepare for recommendation to the Board a slate of Trustee candidates for submission to a vote of the Company's shareholders.
  4. Perform an annual examination of whether a Trustee qualifies as independent and make a recommendation on the findings of the Corporate Governance Committee to the Board.
  5. Review whether a Trustee's proposed membership on the Board or in management of a business enterprise would create a material relationship which would pose a conflict or impair such Trustee's independence, and consider resignations prompted by the Company's corporate governance guidelines and make recommendations to the Board concerning the acceptance or rejection of any such resignations.
  6. Annually recommend to the Board a member of the Board to serve as Lead Trustee.
  7. Annually recommend to the Board a member of the Board to serve as Chairman of the Board.
  8. Annually recommend to the Board for its approval individuals for election as officers of the Company.
  9. Periodically review the sufficiency of the charters of all committees of the Board, and the reports thereon of such committees, and report thereon to the Board with recommendations for any changes for approval by the Board.
  10. Recommend to the Board for its approval Trustees to serve as members of each committee. The Corporate Governance Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.
  11. Conduct an annual evaluation of the Board and its committees by reviewing the effectiveness of Board and committee meetings, the desired subject matter and communication between the Board and the Company's management. The Corporate Governance Committee shall report its findings to the Board.