Corporate Governance and Nominating Committee
Board of Directors Charter
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The Corporate Governance and Nominating Committee (the
"Committee") shall assist the Board of Directors (the
"Board of Directors" or the "Board") in fulfilling its
responsibility to the shareholders, potential shareholders and investment
community by (i) identifying individuals
qualified to serve as directors and by selecting, or recommending that the
Board select, the nominees for all directorships, whether such
directorships are filled by the Board of Directors or the shareholders,
(ii) developing and recommending to the Board a set of corporate
governance guidelines and principles and (iii) reviewing, on a regular
basis, the overall corporate governance of the Company and recommending
improvements when necessary.
- COMMITTEE MEMBERSHIP
The Committee shall be comprised of three or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
"independent" in accordance with the Board's definition of
and with the rules of the NASDAQ National Market.
The members of the Committee shall be appointed by the Board of Directors
and continue to be members until their successors are elected and
qualified or until their earlier resignation or removal. Any member of the
Committee may be removed, with or without cause, by the Board of Directors
at any time.
The Board of Directors may appoint one member to be the Chairman. If the
Board fails to appoint a Chairman, the members of the Committee shall
elect a Chairman by majority vote of all members. The Chairman will chair
all regular sessions of the Committee and set the agendas for Committee
- COMMITTEE MEETINGS
The Committee shall have regular meetings on a semi-annual basis, or more
frequently as circumstances dictate. Any member of the Committee may call
a special meeting of the Committee. Meetings of the Committee may be held
All non-management directors that are not members of the Committee may
attend meetings of the Committee but may not vote. In addition, the
Committee may invite to its meetings any director, member of management of
the Company and such other persons as it deems appropriate in order to
carry out its responsibilities. The Committee may also exclude from its
meetings any persons it deems appropriate in order to carry out its responsibilities.
- KEY RESPONSIBILITIES
The key responsibilities of the Committee are set forth below. The
Committee shall also carry out any other responsibilities assigned to it
by the Board of Directors from time to time. The Committee may delegate
any of its responsibilities to a subcommittee so long as such subcommittee
is solely comprised of members of the Committee.
In fulfilling its responsibilities, the Committee is empowered to
investigate any matter brought to its attention. The Committee has the
power to retain outside counsel or other advisors for this purpose and
will receive adequate funding from the Company to engage such advisors.
The Committee shall have the direct responsibility for the appointment,
termination, compensation and oversight of search firms and recruitment
consultants retained by the Company for the purpose of identifying and
recruiting directors and shall have sole authority to negotiate and
approve such consultant's fees and terms of engagement.
Board Selection and Evaluation
- Establish the standards and
process for the selection of individuals to serve on the Board of
- Identifying individuals
qualified to serve as directors and by selecting, or recommending that
the Board select, the nominees for all directorships, whether such
directorships are filled by the Board of Directors or the shareholders.
The Committee shall consider all factors it deems relevant, including
sound judgment, business specialization, technical skills, diversity and
the extent to which the candidate would fill a present need on the Board
The Committee should review each current member of the Board of Directors
and determine, or recommend to the full Board of Directors, whether such
director should stand for re-election.
- Conduct all necessary and
appropriate background checks of potential candidates. In this regard,
the Committee shall have authority to retain the necessary experts to
assist it in identifying and reviewing candidates to serve as directors.
The Committee will receive its own funding from the Company to engage
- Review the independence and
possible conflicts of interest of members of the Board of Directors and
- Oversee the evaluation of the
Board of Directors and management.
- Review the certificate of
incorporation and by-laws of the Company and recommend to the Board of
Directors, if necessary, that it propose amendments thereto for
consideration by the shareholders.
- Review and recommend to the
Board a set of corporate governance guidelines and principles.
- The Committee should report
regularly to the Board of Directors following each meeting, which reports
shall include any recommendations the Committee deems appropriate and any
other matters that are relevant to the fulfillment of the Committee's
responsibilities. The report to the Board of Directors may be an oral
report and may be made at any meeting of the Board of Directors.
- Maintain minutes or other
records of meetings and activities of the Committee.
- Review and recommend to the
Board of Directors for approval any changes to the compensation of
- Review and recommend to the
Board of Directors for approval any changes to the Company's directors'
and officers' indemnification and insurance policies and arrangements.
- ANNUAL PERFORMANCE EVALUATION
The Committee shall perform a review and evaluation, at least annually, of
the performance of the Committee and its members, including the adequacy
of this Charter on an annual basis, or more regularly, as it may deem
appropriate, and recommend to the Board of Directors any improvements that
it deems appropriate.