Nominating Committee (the "Committee") of the Board of Directors (the "Board") assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of the Company's affairs in the areas of corporate governance and Board membership matters.
The Committee shall have the authority to undertake the specific duties and responsibilities described below and the authority to undertake such other duties as are assigned by law, the Company's certificate of incorporation or bylaws or by the Board.
The Committee shall be composed of at least two (2) members of the Board, one of whom shall be designated by the Board as the Chair.
Each member of the Committee shall (1) qualify as independent under the Nasdaq listing requirements, and (2) be otherwise free from any relationship that, in the judgment of the Board, would interfere with his or her exercise of business judgment as a Committee member.
Meetings and Procedures
The Committee shall hold at least three (3) regularly scheduled meetings each year.
In discharging its responsibilities, the Committee shall have sole authority to, as it deems appropriate, select, retain and/or replace, as needed, search firms used to identify director candidates and other outside advisors, including advisors on director compensation, to provide independent advice to the Committee.
The Committee shall maintain written minutes or other records of its meetings and activities. Minutes of each meeting of the Committee shall be distributed to each member of the Committee and other members of the Board. The Secretary of the Company shall retain the original signed minutes for filing with the corporate records of the Company.
The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.
The Committee shall be responsible for:
The Committee shall have the authority to delegate its functions to a subcommittee thereof.
The Committee shall review and reassess the Committee's charter on a periodic basis and submit any recommended changes to the Board for its consideration.
The Committee shall perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.