CORPORATE GOVERNANCE

 

Corporate Governance Committee Charter

Overall Responsibility
The Corporate Governance Committee (formerly the “Management Review Committee”) oversees all programs related to officer and director compensation; management development and succession; and director and officer performance and nominations.

Committee Members
The Corporate Governance Committee will consist of not less than three members of the Board of Directors who are not employed by the company and who, in the opinion of the Board of Directors, are free from any relationship that would interfere with the exercise of independent judgment. All Committee members and the Committee Chair will be elected by the Board of Directors.

Meetings
The Corporate Governance Committee will meet at least annually and at such other times as shall be determined by the Chair of the Committee. A simple majority of the Committee shall constitute a quorum for the transaction of business.

Duties and Responsibilities
The duties and responsibilities of the Corporate Governance Committee shall be:

Relating to Directors:

  1. To recommend candidates to be nominated by the Board of Directors for election as directors of the Company at the next succeeding Annual Meeting of Shareholders.
  2. To recommend candidates to fill any unexpired term of the Board which may occur, and to consider nominees recommended by shareholders..
  3. To evaluate board performance, and to recommend the removal of any director in accordance with the provisions of the by-laws of the Company.
  4. To review and recommend to the Board fees and compensation of non-employee directors for service on the Board or its committees or to the Company in any capacity (including consulting contracts).

Relating to the CEO:

  1. To recommend to the Board the election or termination of the Chief Executive Officer.
  2. To evaluate the performance of the Chief Executive Officer.
  3. To review and approve an appropriate succession plan for the Chief Executive Officer.
  4. To review and approve all forms of compensation and fringe benefits for the Chief Executive Officer.

Relating to the Elected Officers:

  1. To review the Company’s overall organization chart and the development strategy for Corporate officers and successors.
  2. To recommend candidates to be nominated by the Board of Directors for election as Corporate officers, or to be terminated from their positions as Corporate officers.
  3. To review the evaluation of the performance of the Corporate officers.
  4. To review and approve management's program for the development and succession of management, including identifying and developing those individuals who have the character, intelligence, motivation, education, stamina, and personality to be top caliber executives.
  5. To review and approve all forms of compensation and fringe benefits for all elected Corporate officers.
  6. To review recommendations and to grant shares of any equity compensation plans in accordance with the terms of such plans.
  7. To review and approve annually the Corporate Incentive Plans and incentives to be paid under those plans.

Reporting
The Corporate Governance Committee will have the minutes of the Committee’s meetings prepared and submitted to the Board of Directors following each Committee meeting. The minutes will contain recommendations for appropriate Board actions if required.