StarTek, Inc.

Governance and Nominating Committee Charter

Purpose

      The Governance and Nominating Committee is appointed by the Board of Directors to identify individuals qualified to become Board members and oversee the Company’s corporate governance principles.

Committee Membership

      Within one year of the date the Committee is established, the Committee will be composed entirely of directors who satisfy the definition of “independent” under the listing standards of the New York Stock Exchange (NYSE). The Committee members will be appointed by the Board and may be removed by the Board in its discretion. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.

Meetings

      The Committee shall meet as often as its members deem necessary to perform the Committee’s responsibilities.

Committee Authority and Responsibilities

      The Committee will have the authority, to the extent it deems necessary or appropriate, to retain a search firm to be used to identify director candidates. The Committee shall have sole authority to retain and terminate any such search firm, including sole authority to approve the firm’s fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other advisors employed by the Committee.

      The Committee will make regular reports to the Board and will propose any necessary action to the Board. The Committee will review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. The Committee will annually evaluate the Committee’s own performance.

      The Committee, to the extent it deems necessary or appropriate, will:

 

 

 

 

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Identify individuals qualified to become members of the Board consistent with criteria approved by the Board.

 

 

 

 

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Select, or recommend to the Board, director nominees to be presented for stockholder approval at the annual meeting.

 

 

 

 

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Select, or recommend to the Board, director nominees to fill vacancies on the Board as necessary.

 

 

 

 

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Make recommendations to the Board regarding the size and composition of the Board and develop and recommend to the Board criteria (such as, independence, experience relevant to the needs of the Company, leadership qualities, diversity and ability to represent the stockholders) for the selection of individuals to be considered as candidates for election to the Board.

 

 

 

 

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Develop and recommend to the Board for approval a set of corporate governance principles applicable to the Company and review such guidelines at least annually and recommend changes as necessary.

 

 

 

 

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Oversee the evaluation of the Board and its committees, which may include developing and recommending an annual self-evaluation process.

 

 

 

 

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Oversee the evaluation of management.