###### Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee has the following principal duties and responsibilities:
z developing and implementing corporate governance guidelines;
z establishing criteria for the selection of nominees for election
to the Board, and identifying and recommending qualified
individuals to serve as members of the Board;
z evaluating and making recommendations regarding the size and
composition of the Board and its Committees (including making
determinations concerning the composition of the Board and
its Committees under the applicable requirements of the SEC
and the NYSE);
z developing and implementing a process to annually assess the
effectiveness of the Board and its Committees;
z reviewing the Company's political contributions, related
strategies and the Company's Political Activity Policy; and
###### Committee Membership and Meetings
z overseeing McCormick's corporate responsibility programs
relating to Environment, Social, and Governance (ESG) matters,
except to the extent reserved for the full Board or another
committee of the Board.
The Committee is also responsible for performing other duties
and responsibilities set forth in a written Charter approved by
the Board of Directors. The Charter of the Committee and
McCormick's Corporate Governance Guidelines are available
on McCormick's Investor Relations website at ir.mccormick.com
under "Governance," then "Committees and Charters," then
"Nominating and Corporate Governance Committee Charter" and
under "Governance," then "Corporate Governance Guidelines,"
respectively.
All members of the Committee qualify as independent directors
under McCormick's Corporate Governance Guidelines and the
NYSE Listing Standards.