NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Purpose

The Nominating & Corporate Governance Committee of the Board of Directors is organized to assist the Board in identifying qualified potential candidates to serve on the Board of Directors and its Committees, coordinate the process for the Board to evaluate its performance, and to make recommendations on various matters of corporate governance.

 

Organization

The Nominating & Corporate Governance Committee is composed of at least three directors, each of whom is an independent outside director as defined in the Company's Bylaws, and as required by the regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange.Committee members shall be appointed or removed by the Board of Directors.

 

Meetings

The Nominating & Corporate Governance Committee shall meet at least three times annually or more frequently as circumstances dictate.

Responsibilities

The responsibilities of the Nominating & Corporate Governance Committee are to:

1.       Establish the criteria for Board Membership which should include among other things, diversity, experience, and integrity;

2.       Identify candidates qualified to serve as members of the Board of Directors;

3.       Review candidates recommended by shareholders;

4.       Recommend nominees for election at each annual meeting of stockholders or other special meetings where directors are to be elected;

5.       Recommend to the Board the persons to vote proxies solicited by management in connection with annual and special meetings of shareholders;

6.       Identify committee member qualifications and recommend to the Board of Directors appropriate committee member appointments;

7.       Coordinate the annual Board of Directors self-evaluation;

8.       Develop and recommend to the Board, and update as appropriate, Corporate Governance principles for the Company;

9.       Engage outside consultants as the Committee deems necessary to identify director candidates with the Committee having sole authority to retain and terminate the consultant and to approve the consultant's fees and other retention terms.

10.    Review and recommend to the Board matters concerning compensation of the Directors;

11.    Conduct an annual performance evaluation of the Committee;

12.    The Committee shall have such other duties as may be lawfully delegated to it from time to time by the Board of Directors.