NASHUA CORPORATION

 

GOVERNANCE AND NOMINATING COMMITTEE CHARTER

 

 

A.      Purpose

 

The purpose of the Governance and Nominating Committee of the Board of Directors (the “Board”) of Nashua Corporation (the “Company”) is to:

 

              recommend to the Board the persons to be nominated by the Board for election as Directors at the annual or any special meeting of stockholders;

 

              recommend assignments of Directors to Board committees;

 

              develop and recommend to the Board a set of corporate governance principles applicable to the Company; and

 

              oversee the evaluation of the Board and management.

 

B.      Structure and Membership

 

         1.    Number and Selection.  The Governance and Nominating Committee shall consist of at least two Directors.  Members of the Committee shall be appointed by the Board, upon recommendation of the Committee.  The Board may remove members of the Governance and Nominating Committee from such Committee, with or without cause.

 

         2.    Independence.  Except as otherwise permitted by the applicable rules of NASDAQ, each member of the Governance and Nominating Committee shall be independent as defined by such rules.

 

         3.    Chair.  Unless the Board elects a Chair of the Governance and Nominating Committee, the Committee shall elect a Chair by majority vote.

 

         4.    Compensation.  The compensation of Governance and Nominating Committee members shall be as determined by the Board.

 

C.      Authority and Responsibilities

 

         General

 

         The Governance and Nominating Committee shall have the following authority and responsibilities, and shall discharge its responsibilities and assess the information provided by the Company’s management, in accordance with its business judgment.

 

         Board and Committee Membership

 

         1.    Selection of Director Nominees.  Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the right to nominate Directors, the Governance and Nominating Committee shall be responsible for recommending to the Board the nominees for election as Directors at the annual meeting or any special meeting of the stockholders and the persons to be elected by the Board to fill any vacancies on the Board.  In making such recommendations, the Committee shall consider candidates proposed by stockholders.  The Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates.

 

         2.    Criteria for Selecting Directors.  The Board’s criteria for selecting Directors are as set forth in the Company’s Governance Framework.  The Governance and Nominating Committee shall use such criteria and the principles set forth in the Governance Framework to guide its Director selection process.  The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole.  The Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates proposed by stockholders.

 

         3.    Search Firms.  The Governance and Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify Director nominees, including sole authority to approve the search firm’s fees and other retention terms.  The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of any search firm engaged by the Committee.

 

         4.    Selection of Committee Members.  The Governance and Nominating Committee shall be responsible for recommending to the Board the Directors to be appointed to each committee of the Board.

 

         5.    Director Orientation.  The Governance and Nominating Committee shall be responsible for the orientation of new Directors to Nashua Corporation performance expectations for Directors and Board governance procedures and guidelines.

 

         Corporate Governance

 

         6.    Corporate Governance Framework.  The Governance and Nominating Committee shall develop and recommend to the Board a Governance Framework applicable to the Company.  The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of such Governance Framework and recommend any proposed changes to the Board for approval.

 

         Evaluation of the Board and Management

 

         7.    Evaluation of the Board.  The Governance and Nominating Committee shall be responsible for overseeing an evaluation of the Board’s performance, including the performance of the Board committees and individual Directors, on an annual basis, to determine whether it and its committees are functioning effectively.  The Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board’s performance, to be discussed with the Board.

 

         8.    Evaluation of Management.  The Governance and Nominating Committee shall be responsible for overseeing the evaluation of the Company’s management.  In conjunction with the Board’s Leadership and Compensation Committee and, in the case of the evaluation of the senior financial management, the Board’s Audit/Finance and Investment Committee, the Governance and Nominating Committee shall determine the nature and frequency of the evaluation and the persons subject to the evaluation, supervise the conduct of the evaluation and prepare the assessments of the performance of the Company’s management, to be discussed with the Board periodically.

 

         9.    Management Succession.  The Governance and Nominating Committee shall, at the request of the Board, periodically review and make recommendations to the Board relating to management succession planning, including policies and principles for CEO selection and performance review, as well as policies regarding succession in the event of an emergency or the retirement of the CEO.

 

         10.  Additional Powers.  The Governance and Nominating Committee shall have such other duties as may be delegated from time to time by the Board.

 

D.     Procedures and Administration

 

         1.    Meetings.  The Governance and Nominating Committee shall meet as often as it deems necessary in order to perform its responsibilities; but not less than two times a year, at the time of regularly scheduled Board meetings, and at other times on call of its chairman.  The Committee may also act by unanimous written consent in lieu of a meeting.  The Committee shall keep such records of its meetings as it shall deem appropriate.

 

         2.    Subcommittees.  The Governance and Nominating Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances.

 

         3.    Reports to the Board.  The Governance and Nominating Committee shall report regularly to the Board, which reports shall include a summary of its actions, decisions and recommendations and minutes of all meetings of the Committee.

 

         4.    Charter.  The Governance and Nominating Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

 

         5.    Independent Advisors.  The Governance and Nominating Committee shall have the authority to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities.  Such independent advisors may be the regular advisors to the Company.  The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.

 

         6.    Investigations.  The Governance and Nominating Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.

 

         7.    Annual Self-Evaluation.  At least annually, the Governance and Nominating Committee shall evaluate its own performance.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective 9/12/03

Amended 3/1/04

Amended 2/9/05

Amended 10/3/05