GOVERNANCE AND NOMINATING
- The Committee shall consist of at least four
of the independent Board members plus the Chairman of the Board and the
Chief Executive Officer, who shall be ex-officio members. The Chairman of
the Committee shall be appointed by the independent directors.
- The Committee shall determine its rules of
procedure and shall meet at the call of its Chairman. It shall meet at
least twice each calendar year.
- One half of the members of the Committee shall
constitute a quorum for the transaction of business.
The Committee shall propose to the Board for its approval and action, as
- The appropriate composition of the Board and
the criteria required for Board membership (Attached as Appendix A is the
current approved Board membership statement).
- The slate of directors nominated for election
annually at the Annual Meeting of Shareholders.
- A list of qualified candidates for Board
membership when planned or unplanned vacancies occur during the year.
- The executive officers of the Company who
shall be elected annually or when vacancies occur during the year.
- The membership of all committees of the Board
including the chairman of each Committee provided that the Chairman of the
Governance and Nominating Committee shall be elected annually by the
- A procedure for reviewing annually the
performance of individual members of the Board.
- An annual review and evaluation of the
performance of the Board and each Committee of the Board. Such review
shall include an examination of the Charter of each Committee.
- A recommended response to any proposals that
have been submitted by shareholders for consideration at the Annual
Meeting of Shareholders.
BOARD MEMEBERSHIP STATEMENT
- The Board of Directors shall normally consist
of no more than ten and no fewer than six members. The majority of the
directors must be independent of management and free from any relationship
with the Company, any affiliate of the Company, or any other entity that
would, in the opinion of the Governance and Nominating Committee,
interfere with the exercise of independent judgment.
- Board members must have the personal
qualities, integrity, willingness and time to fulfill their individual
responsibilities as directors and to contribute to the collective work and
overall effectiveness of the Board.
- Membership of the Board will, unless otherwise
determined by the Board, terminate at the annual meeting for any member
who has reached age 70.