Nominating and Corporate Governance Committee Charter
The Nominating and Corporate Governance Committee (the "Committee") shall assist the Board of Directors in identifying and evaluating potential director nominees, and for recommending qualified nominees to the Board for appointment or for election by the shareholders. In this regard, the Committee will consider its own recommendations and any written recommendation of a shareholder in accordance with the Governance Guidelines of the Corporation. p>
Membership
The Committee shall consist of three or more members of the Board, each of whom is "independent" under the applicable Nasdaq Marketplace Rules. Candidates to fill vacancies on the Committee shall be nominated by the Committee and appointed by the Board. Individuals appointed to the Committee shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
Committee Responsibilities
The Committee has the following responsibilities:
Nominations
Seek out qualified nominees from appropriate sources. The Committee will consider shareholder-recommended director nominees for election in accordance with the criteria and requirements set forth in the Governance Guidelines and bylaws of the Corporation.
In making recommendations to the Board, the Committee will examine each director nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint, industry knowledge and whether the nominee will be an effective participant on the Board. The Committee believes the minimum qualifications for a director set forth in the Governance Guidelines must be met by a director nominee to be recommended by the Committee.
When nominating a non-incumbent director, the Committee shall provide a career profile of such nominee to the Board. The profile should include a summary of the nominee's background and qualifications for membership and address the qualities and other qualifications identified in the guidelines for director nominees in the Governance Guidelines.
Prior to making director nominations, the Committee reviews, either alone or with the input of the entire Board, the performance of each person potentially standing for election or re-election.
Identify and qualify Board members to fill vacancies on committees of the Board and make recommendations to the Board regarding committee appointments. In nominating a candidate for committee membership, the Committee shall take into consideration the factors set forth in the Governance Guidelines, as well as any other factors it deems appropriate, including, without limitation, the consistency of the candidate's experience with the goals of such committee and the interplay of the candidate's experience with the experience of other committee members.
Make recommendations to the Board from time to time regarding the size, structure, composition and functioning of the Board and its committees.
Make recommendations to the Board as to the class of directors in which director nominees should serve.
Governance
Monitor the independence, both in appearance and in fact, of current directors and nominees.
Review and assess the channels through which the Board receives information and the quality and timeliness of information received.
Not less than annually, report to the Board concerning Board and individual director performance and other matters deemed by the Committee to be appropriate.
Establish procedures for the Board to conduct, not less than annually, a self-evaluation of its performance.
Manage the annual evaluation of the Chief Executive Officer by the Board.
Approve a program of initial orientation for new directors, such program to include comprehensive briefings on the operations, finances, strategies and opportunities of the Corporation, as well as on corporate development activities, management and other human resources, audit, security, control and legal issues of the Corporation.
Facilitate director participation in continuing education programs.
Review from time to time, and make recommendations to the Board with regard to, situations involving actual or potential conflicts of interest involving directors or management.
Review the Corporation's succession plans to ensure the continuity of the management of the business.
Review and recommend changes to the Principles of Corporate Governance and the Governance Guidelines of the Corporation.
Other
Perform any other duties or accept any responsibilities expressly delegated to the Committee by the Board from time to time relating to governance matters or the nomination of Board and Committee members.
Committee Operations
This Committee meets at least annually, in the summer or fall, and at such other times as it shall deem appropriate or desirable. Special meetings may be called from time to time as deemed necessary by the Committee, or at the request of the Chairman of the Board or the Chief Executive Officer. An agenda will be published prior to each meeting and minutes will be prepared reflecting actions taken at each meeting.
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
Committee Reports
The Committee shall make the following reports:
An annual performance evaluation of the Committee's performance relative to the requirements of this Charter, which report includes the goals and objectives of the Committee for the upcoming year. The performance evaluation shall also include recommendations to the Board for any improvements to this Charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate.
An annual report to the Board concerning Board and individual director performance and other matters deemed by the Committee to be appropriate.
An annual report to the Board concerning director orientation and education.
Written minutes, which shall be presented to the Board at the next Board meeting.
Other than the written minutes provided to the Board, reports to the Board may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make a report.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants and approve their fees.
Printable version
