Nominating Committee Charter




The 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.


The 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.

Duties and Responsibilities:

  • 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;
  • Establish 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 the Board;


  • Assess 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;
  • Periodically, 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.

Third-Party Assistance

If required, the Committee will have authority to retain assistance in identifying and evaluating prospective candidates for nomination and election to the Board.


The 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.