The primary purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Scientific Games Corporation (the “Company’) is to identify individuals who are qualified to become directors, to recommend nominees for membership on the Board and committees of the Board and to develop and recommend the Company’s corporate governance guidelines.
The Committee shall be comprised of three or more directors, each of whom has been determined by the Board to meet the independence requirements of The Nasdaq Stock Market, Inc. The Board shall appoint all members and the Chairman of the Committee. The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and serve until their successors shall be duly elected and qualified.
III. Duties and Responsibilities
The Committee shall have and may exercise the powers of the Board in matters relating to the following duties and responsibilities, to the fullest extent permitted by law:
Lead the search in identifying individuals qualified to become members of the Board.
Recommend to the Board for its approval the nominees to be presented for election at the Company’s annual meeting of stockholders. In the case of a vacancy in the office of director, the Committee shall recommend to the Board an individual to fill such vacancy either through appointment by the Board or through election by stockholders.
Review and conduct the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates for director.
Review qualifications of individuals suggested as potential candidates for director, including candidates suggested by shareholders, and consider for nomination such said individuals who are deemed qualified.
Review the composition of each committee of the Board and present recommendations to the Board for committee memberships annually and to fill vacancies as needed.
Develop and recommend to the Board a set of corporate governance guidelines, including guidelines with respect to directors qualifications. The Committee shall review the guidelines at least annually and make recommendations to the Board as appropriate.
Review the code of conduct applicable to employees, officers and directors at least annually and make recommendations to the Board as appropriate.
Develop and recommend to the Board an annual self-evaluation process of the Board and its committees. The Committee shall oversee the annual self-evaluations.
Review this Charter annually and recommend any proposed changes to the Board.
The Committee shall meet at least two times annually, or more frequently as the Committee may determine. The Committee shall meet in executive session at least on an annual basis. The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings. The Chairman shall report regularly on the Committee’s activities and actions to the Board, including at each Board meeting that shortly follows any Committee meeting. The Committee shall keep regular minutes of its meetings and report the same to the Board from time to time and upon request.
V. Committee Resources and Advisors
The Committee shall have the authority, at the expense of the Company, to retain outside consultants, legal counsel or other independent third-party experts as it shall deem necessary to carry out its duties, without Board or management approval.