Nominating Committee (“Committee”) is appointed by the Board of Directors
(“Board”) to identify, evaluate and propose new nominees to the Board; and
to make recommendations to the Board on all such matters.
Committee shall consist of three members, each of whom shall be a member of
the Board, and shall otherwise be independent as defined by applicable
laws, regulations, and listing standards. The Chair of the Committee
shall be appointed by its members.
- Seek and
identify qualified candidates for Board membership;
- Determine the
ideal skills and characteristics sought after in new Board members,
including depth of candidate experience, balance of professional
interests on the Board, required expertise and other factors;
procedures to review recommendations for Board membership received
from stockholders and other qualified sources. Such procedures
shall include requirements that recommendations for Board membership
be made in writing; that submissions include a resume or curriculum
vita of the individual being recommended; that recommendations be
accompanied by the written consent of any such person to serve if
nominated; and that the Committee make inquiry of all references and
any other areas deemed appropriate in fulfilling its obligations to
whether or not Board members whose terms of office are expiring shall
be proposed for re-election to the Board;
- Recommend to
the Board candidates for nomination and election to the Board;
review and assess its own performance as well as the adequacy of this
Charter, and recommend to the Board any changes it considers advisable
or necessary; and
Perform any other duties or responsibilities required
by applicable law, regulation, and listing standard, or expressly delegated
to the Committee by the Board from time to time relating to the nomination
of the Board.
required, the Committee will have authority to retain assistance in
identifying and evaluating prospective candidates for nomination and
election to the Board.
Committee shall meet regularly at times deemed appropriate by the Chair as
necessary to perform the duties described above in a timely manner, but not
less than twice a year. The Committee will report its actions to the
Board reasonably promptly following each meeting of the Committee.