NOMINATING AND GOVERNANCE
I. Nominating and Governance Committee Purpose
The Nominating and Governance Committee (the “Committee”), in its capacity as a
committee of the Board, shall:
- identify individuals qualified to become Board members, and recommend to the
Board the director nominees for the next annual meeting of shareholders or to be
appointed by the Board to fill an existing or newly created vacancy on the Board;
- oversee the evaluation of the Board and management;
- develop and recommend to the Board the Corporate Governance Guidelines applicable
to the Company; and
- conduct an annual review of the Committee’s own performance.
Nominating and Governance Committee Authority
The Committee has the authority to retain and terminate any search firm to be used to
identify director candidates, including authority to approve the search firm’s fees and
other retention terms. The Committee also has the authority to retain, at the Company's
expense, independent or outside legal, accounting or other advisors of its choice and as it
deems necessary or appropriate in the performance of its duties.
The Committee may request any officer or employee of the Company or the Company’s
counsel to attend any meeting of the Committee or to meet with any members of, or consultants
to, the Committee.
The Committee may delegate authority to an individual member of the Committee or to
subcommittees to the extent permitted by applicable laws, rules and regulations, including
those of the
II. Nominating and Governance Committee Membership and Meetings
The Committee shall be comprised of two or more independent directors appointed annually
by the Board. Each member shall comply with and satisfy the requirements of the
be removed by the Board of Directors in its discretion.
The Committee shall meet with such frequency as circumstances dictate. Meetings of the
Committee shall be called by the Chairman of the Committee or the Chief Executive Officer
of the Company. All meetings of the Committee shall be held pursuant to the Bylaws
of the Company with regard to notice and waiver thereof. If a Committee Chairman
is not designated by the Board or present at a meeting, the members of the Committee
may designate a Chairman of the meeting by majority vote of the Committee membership.
Reports of meetings of the Committee shall be made to the Board at its regularly
scheduled meeting following the Committee meeting accompanied by any recommendations
to the Board approved by the Committee.
III. Nominating and Governance Committee Responsibilities
The Committee shall:
1. Actively seek individuals qualified to serve on the Board and select, or recommend
that the Board select, director nominees to be considered for election at the
Company's next annual meeting of shareholders or to be appointed by the Board
to fill an existing or newly created vacancy on the Board of Directors. In accordance
with the Company's Corporate Governance Guidelines, the Nominating and
Governance Committee shall seek to identify and recommend a diverse set of director
nominees for board membership each of whom shall have demonstrated,
among other characteristics, independence, wisdom, integrity and an understanding
and general acceptance of the Company's corporate policy. The Committee
shall also consider written proposals for director nominees received from Company
shareholders in accordance with the Company's Corporate Governance
Guidelines and Bylaws.
2. Develop Corporate Governance Guidelines applicable to the Company and recommend
such guidelines to the Board. The Committee shall review such guidelines
periodically and, when necessary or appropriate, recommend changes to the
3. Take a leadership role in shaping the corporate governance of the Company including
reviewing letters from shareholders concerning the Company’s annual
general meeting and governance process and making recommendations to the
Board in respect thereof.
4. Review and reassess the adequacy of this Charter and the Committee’s own performance
annually or more often as conditions dictate, and recommend proposed
changes to the Board.
5. Perform any other activities consistent with this Charter, the Company’s Bylaws
and governing law, as the Committee or the Board deems necessary or appropriate.