2004 Committee Charter : BEIQAs adopted by the Board of Directors on January 23, 2004
The role and responsibilities of the Nominating and Corporate Governance Committee (the "Committee") of BEI Technologies, Inc. (the "Company") are as follows, subject to amendment by the Company's Board of Directors (the "Board") from time to time:
Role: The Committee's responsibility is to oversee the governance of the Company and the Director nomination process.
Membership: Committee membership shall consist of at least three Board members. The members of the Committee and the Committee chairperson shall be appointed by the Board. Each of the members of the Committee shall satisfy the independence requirements of The Nasdaq Stock Exchange ("Nasdaq") as in effect from time to time.
Procedures: Committee procedures shall be as determined by the Committee.
Operating Principles: In fulfilling its function and responsibilities, the Committee should give due consideration to the following principles:
Communication - Regular and meaningful contact throughout the year with the Chairman of the Board, other committee chairpersons, members of senior management and independent professional advisors to the Board and its various committees, as applicable, is viewed as important for strengthening the Committee's knowledge of relevant current and prospective corporate issues.
Committee Expectations and Information Needs - The Committee should communicate to the Chief Executive Officer and his designee the expectations of the Committee, and the nature, timing, and extent of any specific information or other supporting materials requested by the Committee, for its meetings and deliberations.
Resources - The Committee shall be authorized to access such internal and external resources as the Committee deems necessary or appropriate to fulfill its defined responsibilities. Expenditures for external resources that are expected to be material and outside the ordinary course of the Committee's practices shall be recommended by the Committee for the approval of the full Board. The Committee shall have the authority to perform such other functions, and shall have such powers, as may be necessary or appropriate in the efficient and lawful discharge of its responsibilities hereunder.
Meeting Agendas - Committee meeting agendas shall be the responsibility of the Committee chairperson with input from Committee members and other members of the Board, with additional input from members of senior management and outside advisors to the extent deemed appropriate by the chairperson.
Reporting to the Board of Directors - The Committee, through the Committee chairperson, shall report all material activities of the Committee to the Board from time to time. The Committee shall report annually to the Board on the independence of Directors, as determined by the Board from time to time. In addition, minutes from Committee meetings should be distributed to each Board member prior to the subsequent Board meeting.
Committee Meeting Attendees - The Committee shall be authorized to request members of senior management, outside counsel and other advisors to participate in Committee meetings.
Meeting Frequency: The Committee should meet as frequently as considered necessary by the Committee or the chairperson, and shall meet at least annually.
Primary Committee Responsibilities:
The Committee shall ensure that non-management Directors meet in executive session after regularly scheduled meetings of the Board. Such meetings may be conducted by telephone if agreed by the non-management Directors.
Board Assessment - The Committee shall periodically review, discuss and assess the performance of the Board, including Board committees, seeking input from senior management, the full Board and others. The assessment includes evaluation of the Board's contribution as a whole and specific areas in which the Board and/or management believe better contributions could be made. The purpose of the review is to increase the effectiveness of the Board as a whole. The results of such reviews shall be provided to the Board for further discussion as appropriate.
The Committee shall ensure that a Director Handbook is developed and maintained that addresses or includes, among other appropriate topics, directors' fiduciary duties, committee charters and other corporate governance documents. The Handbook shall be evaluated at least annually and updated as required to remain current.
The Committee shall inquire of Audit Committee members as to their positions on audit committees of other public companies. In the event that any Audit Committee member serves on the audit committee of more than three public companies, the Committee shall request the full Board of Directors to assess whether such service will impair the ability of that member to serve on the Audit Committee of the Company.
The Committee will review corporate governance matters required by applicable law, rule or regulation to be included in the Company's annual proxy statements.
Director Change of Position - The Committee is responsible for reviewing and making a recommendation to the Board regarding the continued service of a Director in the event (i) an employee Director's employment with the Company is terminated for any reason or (ii) a non-employee Director changes his/her primary job responsibility from that which existed at the time such Director was most recently elected to the Board.
Board Committee Nominations - The Committee, after considering the wishes of the individual Directors, recommends to the entire Board annually the chairmanship and membership of each committee of the Board of Directors.
Director Nominations - The Committee has the primary responsibility for identifying, evaluating, reviewing and recommending qualified candidates to serve on the Board. In carrying out its responsibilities, the Committee shall be free to consult with such other parties as it considers appropriate regarding potential candidates and their qualifications, including the Chairman, the Chief Executive Officer and the President of the Company. The selection of nominees for Director to be presented to the stockholders for election or reelection, and the selection of new Directors to fill vacancies and newly created directorships on the Board, are made by the full Board based on the recommendations of the Committee.
The Committee will discuss with each Director being considered for re-nomination his or her desire to continue as a member of the Board. The Committee will also consider the potential nominee's qualifications in light of current composition of the Board and other appropriate factors.
Committee Self-Assessment and Charter - The Committee shall periodically review, discuss and assess its own performance as well as the Committee role and responsibilities, seeking input from senior management, the full Board and others. The Committee shall review, as it deems necessary, the Committee Charter and shall recommend any proposed changes for approval by the full Board.
Director Compensation - The Committee shall periodically review the compensation paid to non-employee Directors for their service on the Board and its committees and recommend any changes considered appropriate to the full Board for its approval.
The Committee shall review corporate governance policies at least annually and recommend to the Board any changes or amendments considered necessary and appropriate.