**Exhibit3.3**

 

**CHARTER OFTHE COMPENSATION, BENEFITS AND**

**GOVERNANCECOMMITTEE**

**OF THEBOARD OF DIRECTORS**

**OF METALSUSA, INC.**

 

This Charter identifies the purpose,composition, meeting requirements, committee responsibilities, annualevaluation procedures and studies of the Compensation, Benefits and GovernanceCommittee (the “***Committee***”) of the Board ofDirectors (the “***Board***”) of Metals USA, Inc.,a Delaware corporation (the “***Company***”).

 

**I.**                                         PURPOSE

** **

TheCommittee has been established to: (a) assist the Board in ensuring that aproper system of long-term and short-term compensation is in place to provideperformance-oriented incentives to management, and that compensation plans areappropriate and competitive and properly reflect the objectives and performanceof management and the Company; (b) discharge the Board’s responsibilitiesrelating to compensation of the Company’s executive officers; (c) evaluate theCompany’s Chief Executive Officer and set his or her remuneration package; (d)prepare an annual report on executive compensation for inclusion in the Company’sannual proxy statement; (e) make recommendations to the Board with respect toincentive-compensation plans and equity-based plans; (f) develop and recommendto the Board a set of corporate governance principles for the Company; (g)oversee the implementation of processes and procedures for the annual review ofcorporate management, Board members and its standing committees; (h) considerand report to the Board on all matters relating to the selection andqualification of the Board candidates nominated to the Board; and (i) performsuch other functions as the Board may from time to time assign to theCommittee.  In performing its duties, theCommittee shall seek to maintain an effective working relationship with theBoard and the Company’s management.

 

**II.**                                     COMPOSITION

** **

TheCommittee shall be composed of at least three, but not more than five, members(including a Chairperson), the majority of whom shall be (a) “independentdirectors,” as such term is defined in the rules and regulations of the Nasdaq(as in effect from time to time) and (b) “non-employee directors,” as such termis defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended,or any successor provision thereto.  Themembers of the Committee and the Chairperson shall be selected annually by theBoard and serve at the pleasure of the Board. A Committee member (including the Chairperson) may be removed at anytime, with or without cause, by the Board. The Board may designate one or more independent directors as alternatemembers of the Committee, who may replace any absent or disqualified member ormembers at any meetings of the Committee. No person may be made a member of the Committee if his or her service onthe Committee would violate any restriction on service imposed by any rule orregulation of the United States Securities and Exchange Commission or anysecurities exchange or market on which shares of the common stock of theCompany are traded.

 

----

 

**III.****                                ****MEETING REQUIREMENTS**

 

TheCommittee shall meet as necessary, but at least once each year, to enable it tofulfill its responsibilities.  TheCommittee shall meet at the call of its Chairperson or the Chairman of theBoard.  The Committee may meet bytelephone conference call or by any other means permitted by law or the Company’sBylaws.  A majority of the members of theCommittee shall constitute a quorum.  TheCommittee shall act on the affirmative vote of a majority of members present ata meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent ofall members.  The Committee shalldetermine its own rules and procedures, including designation of a chairpersonpro tempore, in the absence of the Chairperson, and designation of asecretary.  The secretary need not be amember of the Committee and shall attend Committee meetings and prepareminutes.  The Committee shall keepwritten minutes of its meetings, which shall be recorded or filed with thebooks and records of the Company.  Anymember of the Board shall be provided with copies of such Committee minutes ifrequested.

 

TheCommittee may ask members of management or others whose advice and counsel arerelevant to the issues then being considered by the Committee, to attend anymeetings and to provide such pertinent information as the Committee mayrequest.

 

TheChairperson of the Committee shall be responsible for leadership of theCommittee, including preparing the agenda, presiding over Committee meetings,making Committee assignments and reporting the Committee’s actions to the Boardfrom time to time (but at least once each year) as requested by the Board.

 

TheChief Executive Officer may not be present during voting or deliberations withrespect to his or her compensation.

 

**IV.**                                COMMITTEE RESPONSIBILITIES

** **

Incarrying out its oversight responsibilities, the Committee’s policies andprocedures should remain flexible to enable the Committee to react to changesin circumstances and conditions so as to ensure the Company remains incompliance with applicable legal and regulatory requirements.  In addition to any other responsibilitiesrequired of the Committee by the Nasdaq rules (as in effect from time to time),the Committee shall:

 

A.                                   Chief Executive Officer Compensation and Evaluation

 

1.                                       To (a) review and approve goals and objectives relevant to the ChiefExecutive Officer’s compensation package, (b) establish a procedure forevaluating the Chief Executive Officer’s performance, (c) annually evaluatesuch performance in light of the goals and objectives established and (d) havethe Committee Chairperson review, after completion of the annual evaluation,with the Chief Executive Officer the results of the Committee’s evaluation ofthe Chief Executive Officer’s performance; and

 

2

----

 

2.                                       To review, at least annually, and set the base salary and annual andlong-term incentive compensation of the Chief Executive Officer, after takinginto account the annual evaluation of the Chief Executive Officer referred toin the preceding paragraph.

 

In discharging the responsibilities set forthunder this Section IV.A, the Committee may consider (as appropriate and ascontemplated by Company policies, plans and programs) individual, team, businessunit, regional and Company-wide performance and results against applicablepre-established annual and long-term performance goals, taking into accountshareholder return, economic and business conditions, remuneration given to theChief Executive Officer in the past and comparative and competitivecompensation and benefit performance levels. The Committee shall not be precluded from approving compensation awards(with the Board’s ratification) as may be required to comply with applicabletax laws (*e.g.,* IRS Rule 162(m)).

 

B.                                     Other Executive Officers Compensation and Evaluations

 

1.                                       To (a) review and approve goals and objectives relevant to the otherexecutive officers’ compensation package, (b) establish a procedure forevaluating the such executive officers’ performance, (c) annually evaluate suchperformance in light of the goals and objectives established and (d) have theCommittee Chairperson review, after completion of the annual evaluation, witheach executive officer the results of the Committee’s evaluation of suchexecutive officer’s performance; and

 

2.                                       To review, at least annually, and set the base salary and annual andlong-term incentive compensation of the executive officers, after taking intoaccount the annual evaluation of each executive officer referred to in thepreceding paragraph.

 

In discharging the responsibilities set forthunder this Section IV.B, the Committee may consider (as appropriate and ascontemplated by Company policies, plans and programs) individual, team,business unit, regional and Company-wide performance and results againstapplicable pre-established annual and long-term performance goals, taking intoaccount shareholder return, economic and business conditions, remunerationgiven to each executive officer in the past and comparative and competitivecompensation and benefit performance levels. The Committee shall not be precluded from approving compensation awards(with the Board’s ratification) as may be required to comply with applicabletax laws (*e.g.,* IRS Rule 162(m)).

 

C.                                     Incentive-Compensation and Equity-Based Plans

 

1.                                       To review and to make periodic recommendations to the Board as to thegeneral compensation and benefits policies and practices of the Company,including incentive-compensation plans and equity-based plans;

 

3

----

 

2.                                       To review and adopt, and to recommend to the Board (and for shareholderapproval where required by applicable law, the Certificate of Incorporation orBylaws), compensation and benefits policies, plans and programs and amendmentsthereto, determining eligible employees and the type, amount and timing of suchcompensation and benefits; and

 

3.                                       To oversee the administration of such policies, plans and programs and, onan ongoing basis to monitor them to assure that they remain competitive andwithin the Board’s compensation objectives for executive officers and othermembers of senior management.

 

D.                                    Governance Policies and Procedures

 

1.                                       Todevelop and recommend to the Board a set of corporate governance policies andprocedures for the corporation and maintain and monitor such corporategovernance policies and procedures adopted by the Board.

 

2.                                       Tooversee and arrange the annual process of evaluating the performance of theBoard and the corporation’s management and review each incumbent director’spast performance and contributions to the corporation.

 

3.                                       Tomake recommendations to the Board concerning:

 

a.                                       thesize and composition of the Board,

b.                                      Thesize and composition of each standing committee of the Board, and

c.                                       Theresponsibilities of each standing committee of the Board.

 

E.                                      Board Nominations

 

1.                                       Todevelop and recommend to the Board specific guidelines and criteria forselecting nominees for election to the Board.

 

2.                                       Toreview the qualifications of and recommend to the Board:

 

a.                                       Thosepersons to be nominated for election as a director and submitted to theshareholders for election at each annual meeting of shareholders, and

b.                                      Thenominees for directors to be elected by the Board to fill any vacancies ornewly created directorships.

 

F.                                      Other Duties

 

1.                                       To prepare an annual executive compensation report for the shareholders ofthe Company in accordance with the rules and regulations of the United StatesSecurities and Exchange Commission;

 

4

----

 

2.                                       TheCommittee shall have such powers and authority as may be necessary orconvenient for the purpose of carrying out its responsibilities, including theauthority to delegate responsibility for specific functions to subcommittees ofthe Committee.

 

3.                                       To perform such other duties as the Board may assign to the Committee.

 

**V.**                                    ANNUAL EVALUATION PROCEDURES

** **

TheCommittee shall annually assess its performance to confirm that it is meetingits responsibilities under this Charter. In this review, the Committee shall consider, among other things, (a)the appropriateness of the scope and content of this Charter, (b) theappropriateness of matters presented for information and approval, (c) thesufficiency of time for consideration of agenda items, (d) frequency and lengthof meetings and (e) the quality of written materials and presentations.  The Committee may recommend to the Board suchchanges to this Charter as the Committee deems appropriate.

 

**VI.**                                STUDIES

** **

TheCommittee may conduct or authorize studies of matters within the Committee’sscope of responsibilities as described above, and may retain, at the expense ofthe Company, independent counsel or other consultants necessary to assist theCommittee in any such studies, if authorized by the Board.  The Committee shall have the authority toretain and terminate:  (a) a compensationconsultant to be used to survey the compensation practices in the Company’sindustry and to provide advice so that the Company can maintain its competitiveability to recruit and retain highly qualified personnel; or (b) a search firm toassist with the identification of director candidates.  The Committee shall have the authority tonegotiate and approve the fees and retention terms of any compensationconsultant or search firm retained.

 

**VII.**                            MISCELLANEOUS

** **

Nothingcontained in this Charter is intended to expand applicable standards ofliability under statutory or regulatory requirements for the directors of theCompany or members of the Committee.  Thepurposes and responsibilities outlined in this Charter are meant to serve asguidelines rather than as inflexible rules and the Committee is encouraged toadopt such additional procedures and standards as it deems necessary from timeto time to fulfill its responsibilities. This Charter, and any amendments thereto, shall be displayed on theCompany’s web site and a printed copy of such shall be made available to anyshareholder of the Company who requests it.

 

5

----