Corporate Governance Committee
RESTATED AND AMENDED
The Board shall appoint from its members a Corporate Governance Committee (the “Committee”) made up of all outside directors, independent of management, as “independence” is defined pursuant to rules promulgated by the Securities and Exchange Commission, NASDAQ, or other body having regulatory authority with respect to directors of publicly traded companies. Unless a Chair is appointed by the full board, the members of the Committee may designate a Chair by majority vote of the full membership.
The Committee shall meet as required upon the call of the Chair of the Committee or the Chairman of the Board or lead director, whichever is independent; provided, however, that the Committee must meet prior to every regularly scheduled meeting of the Board of Directors.
The Committee shall provide counsel to the full Board with respect to (a) Board organization, membership and function, (b) committee structure and membership, (c) succession planning for the Board and executive management and (d) other matters related to corporate governance. The Committee will develop principles and procedures, which will be reviewed periodically, to ensure that the Board is fulfilling its responsibilities in a manner that effectively serves the interests of the Corporation’s shareholders.
III. Responsibilities and Authority
A. Review and make recommendations to the Board regarding Board composition and structure, including, for example:
(1) the maintenance of equal classes of directors pursuant to the Company’s By-laws, which provide for staggered classes of Directors;
(2) retirement policies for employee and non-employee directors;
(3) the desirable ratio of employee and non-employee directors;
(4) the format and conduct of Board meetings.
B. Review and make recommendations to the Board regarding the nature and duties of Board committees, including, for example:
(1) the charter, duties and powers of Board committees;
(2) the term of office for committee members;
(3) the independence of members of key committees, including the Audit Committee and the Compensation Committee.
C. Establish criteria for membership on the Board and its committees, such as depth of experience, balance of business interest and experience, required expertise and independence.
D. Periodically review and evaluate the Company’s Articles of Incorporation and Bylaws, as well as policies relating to the directors, including D&O insurance and indemnification.
E. Review CEO’s nominations for corporate officers and periodically review CEO’s recommendations regarding succession planning.
F. Review the Company’s policies and programs in areas such as:
(1) Antitrust Laws
(2) Insider Trading and Securities Laws
(3) Equal Employment Opportunity
(4) Environmental Protection and Employee Safety and Health
(5) Charitable Contributions
(6) Political Action/Legislative Affairs
G. Review on a continuing basis the functioning of the Board and the fulfillment of its legal duties in light of changing conditions, new legislation and other developments.
H. Review and make recommendations to the Board regarding shareholder proposals that relate to corporate governance.
I. Review and approve officers-directors standing for election for outside for-profit boards of directors.
J. Annually review and evaluate Board performance.
K. Undertake such additional activities within the scope of its stated purpose as the Committee may, from time to time, deem appropriate
IV. Management Support
The CEO shall arrange for the Committee to have information regarding the Company’s affairs and the assistance of the Company’s staff as the Committee shall determine necessary to accomplish its responsibilities. The Committee may also seek outside advice and assistance at its discretion for the purpose of accomplishing its responsibilities and the expense for such outside advice shall be borne by the Company.