Governance and Nominating Committee Charter
Purpose of Committee
The purpose of the Governance and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of ValueVision Media, Inc., a Minnesota corporation (the "Company") is to:
· identify and recommend individuals to the Board for nomination as members of the Board, its Committees, and as chairperson of the Board and of each of the committees,
· establish procedures for the evaluation of the performance of the Board and the Chief Executive Officer,
· review and recommend Board compensation, and
· to develop and recommend to the Board a set of corporate governance principles applicable to the Company, and to periodically review and recommend modifications in such principles, as appropriate.
The Committee shall consist of two or more members of the Board, each of whom the Board has determined has no material relationship with the Company and each of whom is otherwise "independent" under the rules of the Securities and Exchange Commission ("SEC") and The Nasdaq Stock Market, Inc. ("Nasdaq").
The members of the Committee shall be appointed by the Board. Candidates to fill subsequent vacancies in the Committee shall be nominated by the Committee as set forth below and appointed by the Board. Members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
The Committee shall meet as often as its members deem necessary to perform the Committee's responsibilities and shall report to the Board on a regular basis and not less than once a year.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairman. The Committee shall meet in person or telephonically at least once a year at a time and place determined by the Committee chair, with further meetings to occur or actions to be taken by unanimous written consent when deemed necessary or desirable by the Committee or its chair.
Committee Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
· To make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size of the Board or any Committee thereof.
· To identify individuals believed to be qualified to become Board members, and to recommend to the Board the nominees to stand for election as directors at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy either through appointment by the Board or through election by stockholders. In nominating candidates, the Committee shall take into consideration such factors as it deems appropriate, subject to the Company's obligations under its Amended and Restated Articles of Incorporation granting certain shareholders the right to nominate directors. These factors may include judgment, skill, experience with businesses and other organizations in industries related to the business of the Company (such as finance; mergers & acquisitions; corporate law; consumer merchandising and retail; TV home shopping; TV programming and media; retail operations and fulfillment; direct response marketing; and e-commerce and technology), experience as an executive with a publicly traded company, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.
· The Committee will consider nominations of director candidates made by current and former directors, an independent search firm, if one is engaged, members of senior management, ValueVision's shareholders, and from other appropriate sources.
· To develop and recommend to the Board standards to be applied in making determinations as to the absence of material relationships between the Company and a director, and as to the "independence" of directors and director-candidates pursuant to the requirements of the SEC and Nasdaq.
· To identify Board members qualified to fill vacancies on any committee of the Board including the Committee and to recommend that the Board appoint the identified member or members to the respective committee. In nominating a candidate for committee membership, the Committee shall take into consideration the factors set forth in the charter of the committee, if any, as well as any other factors it deems appropriate, including without limitation the consistency of the candidate's experience with the goals of the committee and the interplay of the candidate's experience with the experience of other committee members.
· Establish procedures for the Committee to exercise oversight of the evaluation of the Board and the Chief Executive Officer.
· Review annually the Company's corporate governance principles, and recommend changes to the principles as appropriate.
· Prepare and issue the evaluation required under "Performance Evaluation" below and other evaluations provided under the Company's corporate governance principles or requested by the Board.
· At least annually review the compensation paid to non-management Directors and make recommendations to the full Board for its consideration on such matters.
· Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination of the Board and committee members.
The Committee shall produce and provide to the Board an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this charter and set forth the goals and objectives of the Committee for the upcoming year. The Committee shall conduct an annual performance evaluation of the Chief Executive Officer, pursuant to the evaluation process established by the Committee and reflecting the input from the other members of the Board.
The Committee shall also conduct an annual assessment of the Board's performance (including the committees of the Board) to determine whether the Board and its committees are functioning effectively.
Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
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 select, retain, terminate and approve the fees and other retention terms of special counsel and other experts or consultants as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee.
The Committee shall issue the following reports to the Board:
· An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this charter and set forth the goals and objectives of the Committee for the upcoming year. The performance evaluation should also recommend to the Board any improvements to this charter deemed necessary or desirable by the Committee.
· An annual performance evaluation of the Board and the other committees of the Board.
· An annual performance evaluation of the CEO.
· Other evaluations and reports as provided under the Company's corporate governance principles or requested by the Board.
· The performance evaluations shall be conducted in such manner as the Committee deems appropriate. The reports to the Board may take the form of an oral report by the chair of the Committee or any other member of the Committee designated by the Committee to make this report.
· A secretary shall be appointed at each meeting of the Committee, and minutes of each meeting shall be prepared and filed with the Corporate Secretary. A summary of the actions taken at each Committee meeting shall be presented to the Board at the next Board meeting.