Charter of Delta Petroleum Corporation
Adopted October 29, 2004
1. Members. The Board of
Directors of Delta Petroleum Corporation (the "Company") shall
appoint Nominating Committee (the
"Committee") of at least three directors and shall designate one
member of the Committee as chairperson. Each member of the Committee
shall meet the independence requirements of the Nasdaq
2. Purposes, Duties and Responsibilities.
The Committee shall identify individuals qualified to become members of the
Board of Directors, to recommend to the Board of Directors persons to be
selected as nominees for election to the Board of Directors at annual
meetings of the Company’s shareholders.
3. Director Nominations. The
duties and responsibilities of the Committee with regard to director
nomination matters shall include, but are not limited to:
(i) Identifying and reviewing
the qualifications of potential nominees for election to the Board of
Directors, including incumbent directors and candidates
recommended by shareholders.
(ii) Evaluating all prospective director nominees,
including those nominated by shareholders, and to conduct
appropriate inquiries into the backgrounds and qualifications of
prospective director nominees.
(iii) Annually selecting and recommending to the Board of
Directors for approval a slate of director nominees, and
to otherwise recommend for approval by the Board of Directors nominees to
fill vacancies or new positions on the Board of Directors
as they may occur or be created from time to time, in
accordance with the Bylaws of the Company.
(iv) Planning in advance for continuity on the Board of
Directors as current directors are expected to
retire from the Board.
4. Criteria for Director Nominees.
In considering possible candidates for election to the Board of Directors,
the Committee should be guided by the following criteria. Each
(i) Be chosen without regard to
sex, race, religion or national origin;
(ii) Be an individual of the highest character and
integrity and have an inquiring mind, vision and the
ability to work well with others;
(iii) Be free of any conflict of interest that would
violate any applicable law or regulation or interfere
with proper performance of the responsibilities of a
(iv) Possess substantial and significant experience that
would be of particular importance to the Company in the
performance of the duties of a director;
(v) Have sufficient time available to devote to the
affairs of the Company in order to carry out the responsibilities
of a director; and
(vi) Have the capacities and desire to represent the
balanced best interests of the shareholders as a whole.
5. Shareholder Recommendations for Director
Nominees. Shareholders may make recommendations to the Committee
of persons that they believe the Committee should consider for nomination
for election to the Board of Director. To make a recommendation a
shareholder should submit a letter addressed to the Chairperson of the
Nominating Committee no later than 120 days prior to the date of the next
Annual Meeting of Shareholders that sets forth the following:
(i) The name, age, and address
of the person recommended for nomination;
(ii) The principal occupation or employment of the person
recommended for nomination;
(iii) A statement that the person is willing to be
nominated and will serve if elected;
(iv) A statement as to why the shareholder believes that
the person should be considered for nomination for
election to the Board of Directors and how the person meets the criteria to
be considered by the Committee as set forth in Section 5
6. Meetings. The Committee shall
meet as often as may be deemed necessary or appropriate in its judgment
either in person or telephonically, but at least once annually. The
Committee shall report to the full Board of Directors with respect to its
meetings, and prepare minutes of its meetings for inclusion in the
Company’s corporate records. A majority of the members of the
Committee shall constitute a quorum.
7. Annual Review. The Committee
shall annually evaluate the performance of the Committee and shall assess
the adequacy of the Nominating Committee's Charter, and recommend changes
if the Committee determines that changes are appropriate.