1. 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.
  2. 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.
  3. 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 appropriate:

  1. The appropriate composition of the Board and the criteria required for Board membership (Attached as Appendix A is the current approved Board membership statement).
  2. The slate of directors nominated for election annually at the Annual Meeting of Shareholders.
  3. A list of qualified candidates for Board membership when planned or unplanned vacancies occur during the year.
  4. The executive officers of the Company who shall be elected annually or when vacancies occur during the year.
  5. 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 independent directors.
  6. A procedure for reviewing annually the performance of individual members of the Board.
  7. 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.
  8. A recommended response to any proposals that have been submitted by shareholders for consideration at the Annual Meeting of Shareholders.






  1. 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.
  2. 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.
  3. Membership of the Board will, unless otherwise determined by the Board, terminate at the annual meeting for any member who has reached age 70.