GOVERNANCE COMMITTEE CHARTER

 

 

This Governance Committee Charter has been adopted by the Governance Committee of the Board of Directors of Odyssey Marine Exploration, Inc. (Company) and ratified by the Board of Directors of the Company on May 26, 2004.

The Corporate Governance Committee shall consist of not less than three directors as appointed by the Board of Directors. Members may be removed by the Board of Directors in its discretion. Each member of the Committee shall be independent now required in the United States for the purpose of this charter. The Chairman of the Committee shall be designated by the Board of Directors.

 

The purpose of the Corporate Governance Committee shall be to:

 

Identify individuals qualified to become members of the Board of Directors.

Recommend individuals to the Board as director nominees and recommend directors to serve as members of Board committees.

Develop and recommend to the Board a set of corporate governance guidelines

Manage the Board's internal affairs

Responsible for reassessing overall Board's effectiveness

The Corporate Governance Committee is an arm of, and responsible to, the Board of Directors to which it directly reports. The Corporate Governance Committee is responsible for periodically updating the Board of Directors about Committee activities and making appropriate recommendations.