The primary purposes
of the Nominating and Corporate Governance Committee are to ensure that (1)
the Company’s Board consists primarily of qualified independent directors and
(2) the Company and its Board follow the best possible corporate governance
practices. Its responsibilities in that regard include:
- Identifying individuals
qualified to become members of the Board and to recommend to the Board
candidates for election or reelection as directors;
- Monitoring and recommending
corporate governance and other board practices; and
- Overseeing performance
reviews of the Board, its committees and the individual members of the
In discharging its
duties, the Committee is empowered to investigate any matter brought to its
attention with full access to all Company books, records, facilities,
personnel, legal counsel and independent auditors, along with the sole power
to retain and terminate outside counsel or other experts for this purpose.
The Committee shall have sole authority to approve any search firm’s fees and
other retention terms.
The Committee shall
review the adequacy of this charter on an annual basis and recommend any
appropriate changes to the Board for consideration.
Removal. The Committee shall be appointed by the Board and shall serve
at the pleasure of the Board for such term as the Board may decide or, with
respect to an individual Committee member, until such Committee member is no
longer a Board member. The Board shall designate the chairperson of the
Number and Meetings. The Committee shall
be comprised of not less than three members of the Board. The Committee shall
meet as often as necessary to fulfill its responsibilities. The Committee may
appoint subcommittees and may delegate its responsibilities to a subcommittee
to the extent it deems appropriate.
Independence. The Committee members
will each qualify as "independent" under the rules of the New York
Stock Exchange. These requirements as currently in effect are summarized in Annex
A hereto. Accordingly, the members of the Committee will be directors who
the Board affirmatively concludes have no material relationship to the
Company, as determined by the Board, either directly or as a partner,
shareholder or officer of any organization that has a relationship with the
The failure of the
Committee to satisfy the independence requirements set forth above shall not
invalidate any actions taken by the Committee.
functions shall be the common, recurring activities of the Committee in
carrying out its duties.
The Committee shall lead the Company's search for individuals
qualified to become members of the Board.
The Committee shall evaluate and recommend to the Board for
nomination candidates for election or reelection as directors.
In the event of a vacancy on the Board, or if the Committee
becomes aware of a pending vacancy and the Board determines that such
vacancy shall be filled by the Board, the Committee shall recommend to the
Board a qualified individual for appointment to the Board.
The Committee shall establish and oversee appropriate director
orientation and continuing education programs.
In assessing the qualification of a candidate, the Committee
generally shall observe the following guidelines:
- The only candidates who at
the time of their initial election may be non-independent are the Chief
Executive Officer of the Company and up to one other executive officer
of the Company. The remaining directors shall be independent at the time
of their initial election, but shall not be disqualified from reelection
as a result of subsequently no longer being independent, provided that
at all times a substantial majority of the directors shall be
independent. In assessing independence the Committee shall consider the
requirements on New York Stock Exchange rules and such other factors as
it deems advisable.
- A majority of the directors
should be active or retired senior executives (or the equivalent) of
other significant companies, educational institutions, governmental
agencies, service providers or non-profit organizations. Directors shall
not be a director, consultant or employee of or to any competitor of the
Company (i.e., a company that sells jewelry at retail).
- In considering candidates,
the Committee shall consider their other obligations and time
commitments and their ability to attend meetings in person.
- In the event that the
Chairman, other than the current Chairman at the time of the initial
adoption of this Charter, is not independent, the Committee shall
recommend another director to serve as the "lead independent
- To avoid potential conflicts
of interest, interlocking directorships will not be allowed.
Interlocking directorships shall be deemed to occur if a senior
executive officer of the Company serves on the board of or as a trustee
of a company or institution that employs one or more directors (i.e.,
The Committee shall, from time to time, as the Committee deems
appropriate, make recommendations to the Board regarding an appropriate
Board organization and structure.
The Committee shall, from time to time, as the Committee deems
appropriate, evaluate the size, composition, membership qualifications,
scope of authority, responsibilities, reporting obligations and charters of
each committee of the Board.
The Committee shall periodically review and assess the
adequacy of the Company’s corporate governance principles as contained in
this Charter. Should the Committee deem it appropriate, it may develop and
recommend to the Board for adoption additional corporate governance
The Committee shall periodically review the Company's
Certificate of Incorporation and Bylaws in light of existing corporate
governance trends, and shall recommend any proposed changes for adoption by
the Board or submission by the Board to the Company's stockholders.
The Committee may make recommendations on the structure and
logistics of board meetings and may recommend matters for consideration by
The Committee shall consider, adopt and oversee all processes
for evaluating the performance of the Board, each committee and individual
The Committee shall annually review and assess its own
The Committee shall oversee the development of a Chief
Executive Officer succession plan, under which, among other things, the
Board will receive periodic reports from management on the development of
other members of senior management.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
- No director qualifies as
"independent" unless the Board affirmatively determines that
the director has no material relationship with the Company (either directly or as a partner, shareholder or
officer of an organization that has a relationship with the Company). In
addition, the following directors shall not satisfy the definition of
- A director who is an employee, or whose immediate family member is an
executive officer, of the Company is not independent until three years
after the end of such employment relationship.
- A director who receives, or whose
immediate family member receives, more than $100,000 per year in direct
compensation from the Company, other than director and committee fees
and pension or other forms of deferred compensation for prior service
(provided such compensation is not contingent in any way on continued
service), is not independent until three years after he or she ceases to
receive more than $100,000 per year in such compensation.
- A director who is affiliated
with or employed by, or whose immediate family member is affiliated with
or employed in a professional capacity by, a present or former internal
or external auditor of the Company is not "independent" until
three years after the end of the affiliation or the employment or
- A director who is employed,
or whose immediate family member is employed, as an executive officer of
another company where any of the Company’s present executives serve on
that company’s compensation committee is not "independent"
until three years after the end of such service or the employment
- A director who is an
executive officer or an employee, or whose immediate family member is an
executive officer, of a company that makes payments to, or receives
payments from, the Company for property or services in an amount which,
in any single fiscal year, exceeds the greater of $1 million or 2% of
such other company’s consolidated gross revenues, is not
"independent" until three years after falling below such