Charter for the
Corporate Governance and Nominating Committee
of the Board of Directors
(As Adopted by
the Board of Directors on February 9, 2004)
purpose of the committee shall be to assist the board in 1) ensuring that
qualified candidates are presented to the Board of Directors for election as
directors, and members and Chairpersons of Board committees, 2) determining the
composition of the board of directors and its committees, 3) monitoring a
process to assess board effectiveness and 4) developing and implementing the
company's corporate governance guidelines.
Committee will have the power and duty to:
- Review and make recommendations to the Board
regarding Board structure, compensation and protections, including
- the size of the Board and each standing
- Board and committee compensation and benefits
for non-employee directors.
- Establish criteria for membership on the Board
of Directors. The Board should be composed of:
- directors chosen with a view to bringing to
the Board a variety of experience and background;
- directors who will form a central core of
business executives with financial expertise and at least one director
who meets the criteria for an “audit committee financial expert” as
defined by SEC rules;
- directors who have substantial experience
outside the business community – in the public, academic or scientific
communities, for example;
- directors who are free of any conflict of
- directors who will represent the balanced,
best interests of the shareholders as a whole;
- directors who have sufficient time available
to devote to the affairs of the Company in order to carry out the responsibilities
of a director;
- a majority of directors who are independent as
defined by and to the extent required by the Rules of the National
Association of Securities Dealers, Inc. (“NASD”), if applicable, and the
SEC and the Sarbanes-Oxley Act of 2002; and
- directors who are also key members of the
- To the extent it deems necessary or
appropriate, the Committee may retain a search firm to be used to
identify director candidates. The Committee shall have sole authority to
retain and terminate any such search firm, including sole authority to
approve the firm’s fees and other retention terms. The Committee shall
also have authority, to the extent it deems necessary or appropriate, to
retain other advisors. The Company will provide for appropriate funding,
as determined by the Committee, for payment of compensation to any search
firm or other advisors employed by the Committee.
- Seek out possible candidates for director and
otherwise aid in attracting highly qualified candidates as directors.
- Consider candidates submitted by directors,
officers, employees, shareholders and others. The Committee considers
properly submitted shareholder nominees for director in the same manner
as nominees for director from other sources. The Committee identifies
nominees by first evaluating the current members of the Board willing to
continue in service. Current members of the Board with skills and
experience that are relevant to the Company’s business and who are
willing to continue in service are first considered for re-nomination. If
any member does not wish to continue in service, the Board decides not to
re-nominate a member for re-election or the Board decides to expand the
size of the Board, the Committee identifies the desired skills and
experience of a new nominee in light of the guidelines set forth above.
Current members of the Committee are polled for suggestions as to
individuals meeting the guidelines of the Committee.
- Maintain a list of possible candidates, if
- Recommend to the Board nominees to fill
vacancies as they occur among directors and, prior to each annual meeting
of shareholders, a slate of nominees for election or reelection as
directors by the shareholders at the annual meeting.
- Recommend to the Board the names of persons to
be appointed as the members and Chair of each Board committee.
- Review the chief executive officer’s nomination
of corporate officers and make recommendations to the Board of the
persons to be elected officers by the Board.
- Recommend formally to the Board a successor to
the chief executive officer when a vacancy occurs.
- Develop and recommend to the board of directors
for its approval a set of corporate governance guidelines. The committee
shall review the guidelines on an annual basis, or more frequently if
appropriate, and recommend changes as necessary.
- Review this Charter on an annual basis and make
recommendations to the Board with respect to its contents.
- Perform such other functions as may be assigned
by the Board from time to time.
- Review and approve the shareholder
communication process periodically to ensure effective communication
between shareholders and directors.
- Composition and Meetings:
Committee will be comprised of up to three members of the Board of Directors to
the extent required by the Rules of the NASD and all other applicable rules,
and shall be a standing committee of the Board. Such members will be elected
and serve at the pleasure of the Board. The Committee shall meet the
independence standards required by the Rules of the NASD (including NASDAQ Rule
4200(a)(15)) and all other applicable rules and regulations, as in effect from
time to time.
Committee will meet on a regular basis and may call special meetings as
required. The Committee will report to the Board on its findings and activities
in its areas of responsibility when appropriate, but not less often than
Directors will meet in at least two regularly scheduled executive sessions
annually. The sessions are chaired by the chairperson of the Corporate
Governance and Nominating Committee. Any non-employee Director can request that
an executive session be scheduled.