The Committee will assist the Board of
Directors in the following manner:
Develop director qualification standards and set
policies qualifying individuals to become Board members, subject to
approval by the Board.
Review the qualifications of all nominees presented by
the shareholders in accordance with criteria recommended by the Committee
and approved by the Board.
Recommend to the Board the slate of Director nominees for election at the annual meeting of
Recommend to the Board the size and composition of the
Board and its committees.
Develop and recommend to the Board a set of corporate
governance guidelines applicable to the Company and oversee the evaluation
of the Board and management.
Monitor the performance evaluation of each Board
committee, receive comments from all directors and report annually to the
Board with an assessment of the Board's performance, to be discussed with
Consider, discuss and recommend ways to improve the
Review recommended compensation arrangements, director
and officer indemnification and insurance for members of the Board.
Review best practices in corporate governance and
recommend Board policies and practices, as appropriate.
Annually conduct a performance evaluation of itself and report results to the Board.
Review other matters that may be delegated to the
Committee by the Board.
Make reports to the Board of Directors and keep the
Board informed of matters that come before the Committee as the Committee
believes necessary and appropriate. Advise the
Board of any developments that the Committee believes should have Board