NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
The Nominating and Corporate Governance Committee (the "Committee") is appointed by the Board of Directors (the "Board") of 4Kids Entertainment, Inc. (the "Company") (1) to identify individuals qualified to become Board members consistent with criteria approved by the Board, and to recommend to the Board that the Board select such director nominees for the next annual meeting of shareholders; (2) to develop and recommend to the Board a set of corporate governance principles applicable to the Company; (3) to oversee the evaluation of the Board and management; and (4) to recommend director nominees to the Board for each committee of the Board.
The Committee shall consist of at least three members. All members of the Committee shall meet the independence requirements of the New York Stock Exchange, as such requirements are amended from time to time, and any other applicable regulatory requirements.
The members of the Committee shall be appointed by the Board and shall serve until their successors shall be duly elected and qualified. Unless a Chairman is elected by the full Board, the members of the Committee may designate a Chairman by majority vote of the full Committee membership. Committee members may be replaced by the Board at any time, with or without cause.
The Committee shall hold regularly scheduled meetings and such special meetings as circumstances dictate. To the extent the Committee believes it to be appropriate or advisable, it shall meet in executive session, without management present. A majority of the members of the Committee shall constitute a quorum for the transaction of any business at any meeting, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the Committee. Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval thereof in writing. The Committee shall report regularly to the Board.
Committee Authority and Responsibilities
1. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify and/or evaluate director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Committee shall also have authority to hire and obtain advice and assistance, to the extent it deems reasonably necessary or appropriate, from external legal, accounting or other advisors.
2. The Committee shall identify individuals qualified to become Board members consistent with the criteria established from time to time by the Committee together with the Board, recommend to the Board qualified candidates for appointment or election as Directors and recommend Directors to the Board for appointment to serve as members of the various Board committees. The Committee shall evaluate and consider any candidate recommended by the shareholders of the Company in accordance the criteria established from time to time by the Committee together with the Board.
3. In considering potential candidates, the Committee shall consider applicable regulatory requirements and any criteria established by the Committee together with the Board which criteria may include, among other things, the employment and other professional experience of the candidate, the candidate's past expertise and involvement in areas which are of relevance to the Company's business, the candidate's business ethics and professional reputation, and independence of the candidate.
4. The Committee's criteria for assessing potential Board candidates shall be reassessed with the Board from time to time in light of the composition of the Board and the needs and strategic direction of the Company.
5. The Committee shall make recommendations to the Board with respect to acceptance or rejection of any resignation submitted by a director of the Company.
6. The Committee shall seek comments from directors and report annually to the Board with an assessment of the performance of each of (i) the Board and (ii) management, to be discussed with the Board following the end of each fiscal year.
7. The Committee shall develop, recommend to the Board, and oversee, the Company's corporate governance principles and guidelines, and shall at least once a year, review the corporate governance principles and guidelines established by the Board and recommend to the Board any revisions the Committee deems necessary or desirable.
8. The Committee may form and delegate authority to subcommittees when appropriate.
The Committee shall produce and provide to the Board an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this charter. The performance evaluation shall also recommend to the Board any improvements to the Committee's charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such a manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by any member of the Committee designated by the Committee to make this report.