The Nominating and Governance Committee (the "Committee") of Marchex, Inc. (the "Company") is appointed by the Board of Directors to: (i) identify individuals qualified to become Board members, (ii) recommend nominees for election as directors to the full Board of Directors, (iii) recommend nominees for each Board committee to the full Board of Directors, (iv) develop and recommend to the Board a set of corporate governance principles applicable to the Company, and (v) oversee matters of corporate governance, including an annual evaluation of Board of Directors' performance and assignment and rotation of committee members.
Nothing contained in this Charter is intended to, or should be construed as, creating any responsibility or liability of the members of the Committee except to the extent otherwise provided under Delaware law which shall continue to set the legal standard for the conduct of the members of the Committee.
The Committee shall consist of a minimum of two members, each of whom shall meet the independence requirements of the Securities and Exchange Commission and the NASDAQ Stock Market, Inc. then in effect. The members of the Committee shall be appointed by the Board of Directors and may be removed by the Board, in its discretion. The members of the Committee shall serve terms of one year, and shall be eligible for re-appointment. The Board shall appoint one member of the Committee to act as its Chair.
Duties and Responsibilities
In carrying out its duties and responsibilities, the Committee's policies and procedures shall remain flexible, so that it may be in the best position to react and respond to changing circumstances or conditions. The following offers guidelines regarding the Committee's duties and responsibilities.
1. The Committee shall evaluate the performance and effectiveness of the Board of Directors in fulfilling their responsibilities in a manner that serves the interests of the Company's stockholders. The Committee shall annually report the findings of such review to the Board of Directors.
2. The Committee shall actively seek to identify qualified individuals to become Board members. In considering possible candidates for the Board, the Committee should be guided by the following principles: (a) each director should be an individual of the highest character and integrity, (b) each director should have substantial experience which is of particular relevance to the Company, (c) each director should have sufficient time available to devote to the affairs of the Company, and (d) each director should represent the best interests of the stockholders as a whole.
3. The Committee shall recommend nominees for election as directors to the full Board of Directors.
4. The Committee shall recommend nominees for each Board committee to the full Board of Directors. The Committee shall also make recommendations regarding assignments and chairmanship of each committee to the full Board of Directors.
5. The Committee shall periodically review the size, structure, composition and operation of the Board and each committee and shall make recommendations based on its review.
6. The Committee shall periodically review with the full Board of Directors the skills and characteristics that should be reflected in the composition of the Board as a whole. The review should include an examination of the extent to which the requisite skills and characteristics are reflected in the then current Board members, and should identify any particular qualifications that should be sought in new directors for the purpose of augmenting the skills and experience represented on the Board.
7. The Committee shall
review and consider recommendations for nominees for directorships submitted by
stockholders, directors and members of management. Stockholders may propose
nominees for consideration by submitting their names and supporting information
to Marchex, Inc.,
8. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms.
9. The Committee shall develop and recommend to the Board of Directors a set of corporate governance guidelines applicable to the Company.
10. The Committee shall periodically review the Company's corporate governance guidelines and recommend changes in light of changing conditions and stockholder interests, as necessary, to the Board of Directors.
11. The Committee shall review any change of status of directors pursuant to the Company's corporate governance guidelines, and shall make recommendations to the full Board of Directors based on its review.
12. The Committee shall develop and recommend to the Board for its approval an annual self-evaluation process for the Board and committees. The Committee shall oversee the evaluation process.
13. The Committee shall annually review its own performance.
14. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
The Committee shall meet at such times as it determines to be necessary or appropriate, but not less than two times per year. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee shall keep minutes of its proceedings. The minutes of a meeting shall be approved by the Committee at its next meeting, shall be available for review by the entire Board, and shall be filed as permanent records with the Secretary of the Company. The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone, remote communication or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee shall be authorized to adopt its own rules of procedure not inconsistent with (i) any provision of this Charter; (ii) any provision of the by-laws of the Company; or (iii) applicable law.
As necessary or desirable, the Committee may request that members of management be present at meetings of the Committee.
Members of the Committee are expected to use all reasonable efforts to attend each meeting.
The Committee shall prepare and submit periodic reports of the Committee's work and findings to the Board of Directors; the Committee shall include recommendations for Board action when appropriate. The Committee shall also inform the Board promptly of any issues or concerns.
The Committee shall have the funding, resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel, search firms, or other experts, advisers or consultants, as it deems appropriate. The Committee shall have unrestricted access to members of management and all information relevant to its responsibilities. The Committee shall have the authority to form and delegate responsibilities to subcommittees, as may be necessary or appropriate.
The Company shall make this Charter freely available to stockholders on request and shall publish it on the Company's website.
This Charter is intended to provide a set of guidelines for the effective functioning of the Committee. Subject to Board approval, the Committee may at any time modify or amend (i) this Charter, and (ii) the authority and responsibilities of the Committee set forth herein.