NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

 

1.         Purpose.  The Nominating and Corporate Governance Committee of the Board of Directors (the “Committee”) is designated by the Board of Directors of the Corporation (the “Board”) to:

 

·        establish criteria for selecting new directors, identify individuals qualified to become Board members based on these criteria and recommend to the Board such individuals as nominees to the Board for its approval;

·        screen and recommend to the Board individuals qualified to become Chief Executive Officer of the Corporation or such other senior officer positions as directed by the Board;

·        oversee evaluations of the Board, individual Board members and the Board Committees;

·        periodically review and make recommendations to the Board regarding modifications to the Corporate Governance Standards; and

·        make recommendations to the Board with respect to committee assignments and committee chairs.

 

 

2.         Membership.  The Committee shall consist of at least three members, including a Chairperson (the “Chairperson”), comprised solely of “independent” directors as defined by applicable law, SEC regulations, and the Nasdaq Stock Market’s listing standards.  The members of the Committee shall be appointed by the Board and shall serve one-year terms unless removed (with or without cause at any time) or reappointed by the Board.  All vacancies in the Committee shall be filled by the Board.  The Board shall designate one of the members as Chairperson.

 

3.         Meetings.  The Committee shall meet at least quarterly and as often as it determines appropriate to carry out its obligations under this Charter.  The Committee shall periodically report on its activities to the Board and make such recommendations and findings as it deems appropriate.  Meetings of the Committee may be held in person or by telephone.

 

The Committee shall keep a separate book of minutes of their proceedings and actions.  All meetings shall be at the call of the Chairperson.  The Committee shall elect a Secretary to the Committee who shall give notice personally or by mail, telephone, facsimile or electronically to each member of the Committee of all meetings, not later than 12 noon of the day before the meeting, unless all of the members of the Committee in office waive notice thereof in writing at or before the meeting, in which case the meeting may be held without the aforesaid advance notice.  A majority of the members of the Committee shall constitute a quorum for the transaction of business.

4.         Authority and Responsibilities.  In addition to any other responsibilities that may be assigned from time to time by the Board, the Committee is responsible for and has authority to conduct the following matters:


Board of Directors

 

(a)        In accordance with the Corporate Governance Standards, screen and recommend to the Board nominees for election as directors of the Corporation, including nominees recommended by stockholders of the Corporation, and consider the performance of incumbent directors in determining whether to nominate them to stand for reelection at the next annual meeting of the stockholders.

 

            (b)        Establish criteria for selecting nominees for director, which shall include:

 

Experience:

 

·        high-level leadership experience in business or administrative activities;

·        specialized expertise in the industry;

·        breadth of knowledge about issues affecting the Corporation, and

·        ability and willingness to contribute special competencies to Board activities.

 

Personal attributes:

 

·                    unquestioned personal integrity;

·                    loyalty to the Corporation and concern for its success and welfare - courage to criticize and to apply sound business ethics - sound and independent judgment;

·                    awareness of a directors' vital part in the Corporation's good corporate citizenship and the corporate image;

·                    time available for meetings and consultation on Corporation matters;

·                    wide contacts with business and political leaders;

·                    willingness   to   assume   broad,   fiduciary  responsibility  on  behalf  of  all shareholders for the management of the enterprise; and

·                    bring diversity of background and experience to the deliberations of the board.

 

The Committee shall have authority to retain search firms to identify director candidates, which fees shall be reimbursed by the Corporation.

 

(c)        Establish procedures for, and administer annual performance evaluations of the Board, individual Board members and its committees by their membership, which will include an annual performance review of this Committee by its members.

 

(d)        Review  periodically  the  make-up  of  the  Board  committees  and  recommend,  as appropriate, changes in the number, function or membership.


 

Senior Executives

 

(e)        Review periodically succession plans of the Chief Executive Officer and President of the Corporation, and screen and recommend to the Board, candidate(s) for Chief Executive Officer, and other senior executive officers of the Corporation as may be determined by the Committee.

 

Reporting to the Board

(f)         The Committee shall report to the Board periodically.  This report shall include a review of any issues that arise with respect to nominating and related matters and any other matters that the Committee deems appropriate or is requested to be included by the Board.

 

(g)        At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation.

 

(h)        The Committee shall periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board.  This Charter may only be adopted, amended or repealed by the Board, upon recommendation by the Committee.

 

Miscellaneous

(i)          The Committee shall perform any other activities consistent with this Charter, the Company’s Articles of Incorporation, Bylaws and governing law, as the Committee deems necessary or appropriate.

 

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