Lawson Products, Inc.
Nominating and Corporate Governance Committee Charter
Adopted as of March 9, 2004
The Nominating and Corporate Governance
Committee (the “Committee”) is a committee of the Board of Directors (the
“Board”) of Lawson Products, Inc. (the “Company”).
The Nominating and Corporate Governance
Committee shall provide assistance to the Board in fulfilling its
responsibilities to the stockholders and other investors in the Company by:
- Identifying and nominating
individuals to become directors of the Company; and
- Otherwise taking a leadership
role in shaping the corporate governance of the Company.
- The Nominating and Corporate
Governance Committee (the “Committee”) shall consist of at least three
members of the Board as the Board shall from time to time determine. Each
member shall be “independent” as that term is defined by the listing
standards of the Nasdaq Stock Market, Inc..
- The members of the Committee
shall be elected by the Board of Directors at its first meeting following
the Annual Meeting of Stockholders. Unless a Chair is elected by the Board
of Directors, the members of the Committee shall designate a Chair by
majority vote of the full Committee membership.
The Committee shall meet as frequently as
circumstances dictate but no less than annually. A majority of the members
shall constitute a quorum. A majority of the members present shall decide any
question brought before the Committee.
5. Powers and Duties
The Committee’s primary responsibilities
- Recommending to the Board for
its approval such criteria and qualifications for membership on the Board,
including any specific, minimum qualifications, if any, that the Committee
believes must be met by a nominee for a position on the Board or any
specific qualities or skills that the committee may believe are necessary
for one or more of the Directors to possess.
- In consultation with the
Chairman of the Board and the CEO, identifying, considering, recommending,
recruiting, selecting and nominating, or recommending that the Board
select, candidates to fill open positions on the Board consistent with the
Board approved criteria and other qualifications for membership, if any.
- Developing and periodically
evaluating a policy with regard to the consideration of any Director
candidates recommended by stockholders, including the procedures to be
followed by stockholders in submitting such recommendations.
- Reviewing and making
recommendations to the Board as to whether existing directors should stand
- Conducting appropriate
inquiries into the backgrounds and qualifications of possible candidates;
- Recommending Director nominees
for each of the Board’s committees.
- Reviewing and, upon advice of
counsel, recommending to the Board proposed changes to the Company’s
Certificate of Incorporation and Bylaws.
- Evaluating the effectiveness
of the Board and recommending to the Board any improvements in the
corporate governance of the Company that the Committee may consider
- Evaluating, annually, together
with the Compensation Committee, director compensation;
- Considering matters relating
to the retirement of directors, including term limits or age caps;
- Recommending the purpose,
structure and operations of the various committees of the Board;
- Conducting reviews of the
Company’s Code of Ethics;
- Considering questions of
possible conflicts of interest of directors and of the Company’s senior
- Determining policies with
respect to officers and directors serving on the boards of other
- Reviewing periodically with
the Chairman and Chief Executive Officer the succession plans concerning
positions held by elected corporate officers and other senior executives
and making recommendations to the Board in connection therewith.
The Chairman of the Committee shall establish
such rules as may from time to time be necessary or appropriate for the conduct
of the business of the Committee. The Chairman shall appoint as secretary a
person who may, but need not, be a member of the Committee. A certificate of
the secretary of the Committee setting forth the names of the members of the
Committee or actions taken by the Committee shall be sufficient evidence at all
times as to the persons constituting the Committee or the validity of such
7. Charter Review
The Committee shall periodically review and
reassess the adequacy of this Charter and recommend any proposed changes to the
Board of Directors for approval.