The Committee is to perform the following duties:
consideration of the Company’s requirements as expressed by the Chief
Executive Officer, establishing the criteria for Board membership, which
criteria should, at a minimum, include judgment, diversity and
professional background and experience.
Considering, recommending and recruiting candidates to fill new positions
on the Board, including candidates recommended by shareholders. Such
duties to include conducting the appropriate and necessary inquiries into
the backgrounds and qualifications of possible candidate.
Reviewing candidates for the Board recommended by shareholders.
Recommending nominees for Director for approval by the Board and the
Assessing the effectiveness of the various committees of the Board and
recommending committee members.
Assessing the structure and agenda of Board meetings.
Considering matters of corporate governance and to review, periodically,
the Company’s Disclosure Controls and Procedures.
Considering issues concerning potential conflicts of interest of
Directors and senior management.
Assessing the Chief Executive Officer’s effectiveness in evaluating the
job performance of elected corporate officers.
Reviewing periodically with the Chairman of the Board and Chief Executive
Officer the succession plans for the Company’s executive officers, and to
make recommendations to the Board with respect to the potential
successors to the Chief Executive Officer.
Preparing an annual performance self-evaluation of the Committee.