Governance Committee Charter
 

 

 

There shall be a Committee of the Board of Directors titled the Corporate Governance Committee.  The members of the Committee shall be elected by the Board and be composed of non-employee Directors of the Company.  One member of the Committee shall serve as Chairman of the Committee.  The members of the Committee shall serve one-year terms, and shall be elected annually on such date as the Board of Directors shall determine. 

STATEMENT OF POLICY

The Corporate Governance Committee shall provide assistance to the Board of Directors in fulfilling its responsibility for matters relating to the organization of the Board of Directors and for other issues relating to the Companyís corporate governance.  In so doing, the Corporate Governance Committee shall maintain free and open means of communication between the Directors and senior officers of the Company.

COMMITTEE MEETINGS

  • The Committee shall meet at least four times each year.
  • Regularly scheduled Committee meetings may be held in conjunction with meetings of the full Board of Directors.
  • Special meetings of the Committee may be called as needed by the Chairman of the Committee, the Chairman of the Board or the Chief Executive Officer.
  • The Committee may request that members of management or outside consultants be present to assist the Committee in the performance of its duties.

         Minutes of each meeting will be kept and distributed to the full Board of Directors.

RESPONSIBILITIES

In carrying out its responsibilities, the Corporate Governance Committee believes its policies and procedures should remain flexible in order to best react to changing conditions and to ensure to the Directors and shareholders that the corporate governance practices of the Company are in accordance with all requirements and are of the highest quality.

In carrying out these responsibilities, the Corporate Governance Committee shall:

  • Review the performance of the Board of Directors annually.

 

  • Review the composition of the full Board of Directors to assure that it contains a reasonable balance of professional interests, business experience, financial expertise and independent directors needed to further enhance the make-up of the Board of Directors.
  • Work with the Nominating Committee and management in attracting qualified candidates for Board membership.
  • Review periodically all standing or any ad-hoc committees and recommend to the full Board of Directors, as appropriate, changes in number, function or composition of committees.
  • Review periodically all standing or any ad-hoc committees and recommend to the full Board of Directors, as appropriate, changes in number, function or composition of committees.
  • Review and make recommendations to the full Board of Directors on matters concerning the Directorsí annual retainer and meeting fees.
  • Review and make recommendations to the full Board of Directors with respect to succession planning.
  • Review managementís proposals to make significant organizational changes in the Company prior to consideration by the full Board of Directors.
  • Review and make recommendations to the full Board of Directors on matters relating to the governance of the Company and confer with the General Counsel and senior management on matters of corporate governance as appropriate.
  • Review the Companyís directors and officers liability insurance coverage.

OTHER RESPONSIBILITIES

  • Report at the next meeting of the Board of Directors all significant items discussed at any regular or special Committee meeting.
  • Exercise any fiduciary, administrative or other functions as assigned to it by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.
  • Recommend changes to this Charter to the full Board of Directors as appropriate.
  • Take such further actions or provide such further advice as the full Board of Directors may from time to time delegate to the Committee.
  • This Charter shall be approved annually by the Board of Directors.