Board Governance and Nominating Committee Charter

 

 

Purpose

The Board Governance & Nominating Committee is appointed by the Board (1) to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders; (2) to recommend to the Board the Corporate Governance Guidelines applicable to the Company; (3) to lead the Board in its annual review of the Boardís performance; and (4) to recommend to the Board director nominees for each committee.

Committee Membership

The Board Governance & Nominating Committee shall consist of no fewer than three members. The members of the Board Governance & Nominating Committee shall meet the independence requirements of The Nasdaq Stock Market and the Securities and Exchange Commission. If the Companyís stock becomes listed on the New York Stock Exchange, the independence requirements of that exchange will apply.

Committee Authority and Responsibilities

  1. The Board Governance & Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firmís fees and other retention terms. The Board Governance & Nominating Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
  2. The Board Governance & Nominating Committee shall actively seek individuals qualified to become board members for recommendation to the Board.
  3. The Board Governance & Nominating Committee shall receive comments from all directors and report annually to the Board with an assessment of the Boardís performance, to be discussed with the full Board following the end of each fiscal year.
  4. The Board Governance & Nominating Committee shall prepare and recommend to the Board Corporate Governance Guidelines. The Committee shall review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
  5. The Board Governance & Nominating Committee may form and delegate authority to subcommittees when appropriate.
  6. The Board Governance & Nominating Committee shall make regular reports to the Board.
  7. The Board Governance & Nominating Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Board Governance & Nominating Committee shall annually review its own performance.