2003 Committee Charter : PLXS
ADOPTED FEBRUARY 12, 2003
The Committee shall review, at least annually, the structure of the Board to assure that the proper skills and experience are represented on the Board. The composition of the Board shall include a majority of independent, outside directors.
The Committee shall develop and maintain criteria and procedures for the identification and recruitment of candidates for election to serve as directors of the Company, including consideration of the performance of incumbent directors in determining whether to nominate them for re-election. Additionally, the Committee shall periodically review the tenure policy and retirement age policy of the Board with regard to directors and make appropriate recommendations with regard thereto to the Board.
The Committee shall develop a pool of potential director candidates for consideration in the event of a vacancy in the Board of Directors.
The Committee shall screen candidates to fill vacancies on the Board and shall recommend to the Board candidates to fill vacancies on the Board.
The Committee shall periodically review and recommend to the full Board the desired number of Board members and the membership and size of the committees of the Board. The overall size of the Board may depend on the number and size of the Committee's of the Board.
The Committee shall review and make recommendations to the Board regarding the nature and duties of Board committees, including without limitation, evaluate the charter, duties and powers of Board committees according to existing and planned Company objectives and recommend changes with respect thereto; recommend the term of office for Committee members; and consider whether there should be a policy of periodic rotation of directors among the Committees, and any limitations on the number of consecutive years a director should serve as a member of any one Board Committee.
The Committee will review outside directorships in other publicly held companies to be held by senior officers of the company. No such outside directorships shall be accepted without the prior approval of the Committee.
The Committee shall review potential conflicts of prospective Board members.
The Committee shall maintain oversight of Board operations and effectiveness (and recommend a lead Director where appropriate).
The Committee shall recommend the number of regularly scheduled meetings of the Board of Directors.
The Committee shall recommend for Board approval Board and Board Committee meeting schedules.
The Committee shall study, and review with Management, the overall effectiveness of the organization of the Board and the conduct of its business, and make appropriate recommendations to the Board with regard thereto.
The Committee shall review the appropriateness and adequacy of information supplied to Directors prior to and during Board of Directors' meetings.
The Committee shall review the Company's policies and programs and recommend additions/deletions, on an annual basis, in such areas as:
Equal Employment Opportunity and Human Resources matters;
Political Action/Legislative Affairs;
Employee Health and Safety;
Legal Matters; and
D&O insurance coverage and Indemnification bylaws.
The Committee shall review periodically with the Company's Chief Legal Officer and Chief Financial Officer, in the light of changing conditions, new legislation, regulations and other developments, the Company's Code of Business Ethics, and make recommendations to the Board for any changes, amendments and modifications to the Code that the Committee shall deem desirable.
The Committee shall review the compensation of the members of the Board of Directors for service as a director or member of any Committee of the Board and make recommendations to the Board of Directors and Management concerning the fixing of such compensation.
The Committee shall perform such other functions, which from time to time may be assigned by the Board of Directors.
The Committee shall determine, with input from the Chairman of the Board, the Committees of the Board of Directors, as well as the Charters and membership of such Committees.
In considering possible candidates for election as a Director, the Committee and the other Directors should be guided by the following:
Each Director should be chosen without regard to sex, race, religion or national origin;
Each Director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;
Each Director should be free of any conflict of interest which would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a Director;
Each Director should possess substantial and significant experience which would be of particular importance to the Company in the performance of the duties of a Director;
Each Director should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a Director; and
Each Director should have the capacity and desire to represent the balanced, best interests of the shareholders as a whole and not primarily a special interest group or constituency.
The Board may address specific qualifications for candidates as needed.
The Committee shall hold two regular meetings per year, and such other special meetings as may be necessary to fulfill their duties. One meeting shall be in May, and a purpose of that meeting shall be to review the current list of prospective Board candidates, and assign duties to solicit additional candidates as needed. Other matters may also be covered at this meeting as appropriate.
The second meeting shall be held in November, and a purpose of that meeting shall be to recommend nominees for the slate of Directors to stand for election at the next Annual Meeting of Shareholders. Other matters may also be discussed at this meeting as appropriate.