Governance and Directors Nominating
The Governance and Directors
Nominating Committee (the "Committee") is created by the Board of
Directors of the Company to:
individuals qualified to become Board members, and recommend to the Board
director nominees for election at the next meeting of shareholders at
which directors are to be elected or to fill any vacancies or newly
created directorships that may occur between such meetings;
directors for appointment to Board committees;
and implement director orientation and continuing education programs;
and assess the Company's business resiliency programs; and
and recommend to the Board the Corporate Governance Guidelines and Code of
Ethics and Business Conduct of the Company and oversee compliance with
such Guidelines and Code; and
general oversight and direction of the Company's corporate governance
responsibilities, activities and functions.
The Committee shall consist of at
least four members, comprised solely of independent directors who are
"independent directors" as defined under NASDAQ rules, as amended.
Such members shall also meet any additional standards for membership
established by the Committee. The Committee shall recommend nominees for
appointment to the Committee annually at the organizational meeting of the
Board following the Annual Meeting of Shareholders, and as vacancies or newly
created positions occur. Committee members shall be appointed by the Board and
may be removed, with or without cause, by the Board at any time. The Committee
shall recommend to the Board, and the Board shall designate, the Chair of the
Authority and Responsibilities
In addition to any other
responsibilities which may be assigned from time to time by the Board, the
Committee is responsible for the following matters:
Committee shall oversee searches for and identify qualified individuals
for membership on the Board of Directors.
Committee shall establish criteria for Board and Board committee
membership, including as to director independence, and shall recommend
individuals for membership on the Board of Directors and directors for
appointment to the committees of the Board. In making its recommendations,
the Committee shall:
candidates' qualifications for membership on the Board or a committee of
the Board (including making a specific determination as to the
independence of each candidate) based on the criteria established by the
Committee (and taking into account any particular standards that may be
required under law or Nasdaq Stock Market rules
for committee membership purposes);
evaluating current directors for re-nomination to the Board or
re-appointment to any Board committees, assess the performance of such
review the composition of the Board and its committees in light of the
current challenges and needs of the Board and each committee, and
determine whether it may be appropriate to add or remove individuals
after considering issues of judgment, diversity, age, skills, background
and experience; and
any other factors that are set forth in the Company's Corporate
Governance Guidelines or are deemed appropriate by the Committee.
Evaluating the Board and Its
the Committee shall lead the Board in a self-evaluation to determine
whether it and its committees are functioning effectively. The Committee
shall oversee the evaluation process and report on such process and the
results of the evaluations, including any recommendations for proposed
changes, to the Board.
Committee shall periodically review the size and responsibilities of the
Board and its committees and recommend any proposed changes to the Board.
Corporate Governance Matters
Committee shall develop and recommend to the Board the Corporate
Governance Guidelines and Code of Ethics and Business Conduct for the
Company. Periodically, the Committee shall review and reassess the
adequacy of such Guidelines and Code and recommend any proposed changes to
Committee shall be responsible for any tasks assigned to it in the
Corporate Governance Guidelines.
Committee shall oversee compliance with the Corporate Governance
Guidelines and Code of Ethics and Business Conduct and report on such
compliance to the Board, including establishing procedures to insure (i) timely disclosure of Related Party Transactions (as
defined in such Code) and (ii) compliance with non-accounting and
non-auditing laws and regulations (compliance with accounting and auditing
rules and regulations being the responsibility of the Audit Committee of
the Board). The Committee shall also review and consider any requests for
waivers under such Guidelines or Code for the Company's directors and
Executive Officers (as such term is defined in such Code), and shall make
a recommendation to the Board with respect to such request for a waiver.
Committee shall review potential conflicts of interest involving directors
and shall determine whether such director or directors may vote on any
issue as to which there may be a conflict.
Committee shall establish procedures to monitor director independence
between annual determinations thereof.
Director Orientation and
Committee shall develop and review an orientation and continuing education
program for directors meeting the requirements set forth in the Corporate
Committee shall periodically review and assess the adequacy of the plans
and procedures of the Company which are designed to address such items as
business risk assessment and management, business continuity, physical and
cyber security and emergency communications.
Reporting to the Board
Committee shall report to the Board periodically. This report shall
include a review of any recommendations or issues that arise with respect
to Board or committee nominees or membership, Board performance, corporate
governance or any other matters that the Committee deems appropriate or is
requested to be included by the Board.
Committee shall periodically review and assess the adequacy of this
Charter and recommend any proposed changes to the Board for approval.
The Committee shall meet as often
as it determines is appropriate to carry out its responsibilities under this
Charter. The Chair of the Committee, in consultation with the other Committee
members, shall determine the frequency and length of the Committee meetings and
shall set meeting agendas consistent with this Charter.
The Committee may delegate its
authority to subcommittees or the Chair of the Committee when it deems
appropriate and in the best interests of the Company.