Nominating and Corporate Governance Committee Charter
Nominating and Corporate Governance Committee (the "Committee") shall
provide assistance to the Board of Directors in fulfilling its responsibility
to the shareholders, potential shareholders and investment community by:
- Identifying individuals qualified to
become directors, consistent with criteria approved by the Board of
Directors, and selecting, or recommending that the Board of Directors
select, the candidates for all directorships to be filled by the Board of
Directors or by the shareholders;
- Developing and recommending to the
Board of Directors a set of corporate governance principles applicable to
- Evaluating annually the performance of
each committee of the Board of Directors and recommending to the Board of
Directors the creation or elimination of Board standing or special
committees and the establishment of membership of such committees;
- Developing director responsibilities, orientation,
and continuing education programs, as necessary or appropriate;
- Overseeing the evaluation of the Board
of Directors and management;
- Overseeing the management continuity
planning process and recommending to the Board of Directors candidates to
occupy management positions; and
- Otherwise taking a leadership role in
shaping the corporate governance of the corporation.
II. Structure and Operations
shall be comprised of three or more members of the Board of Directors. Within
the time period required by the New York Stock Exchange, Inc. (the
"NYSE") for companies listing in conjunction with their initial
public offering, each member of the Committee shall be a director who is
determined by the Board of Directors to be "independent" under the
rules of the NYSE and shall meet any other standards of independence as
prescribed for purposes of any federal securities laws or other laws relating
to the duties and responsibilities of the Committee. Additionally, no director
may serve unless he or she (i) is a
"Non-employee Director" for purposes of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, and (ii) satisfies the
requirements of an "outside director" for purposes of Section 162(m)
of the Internal Revenue Code.
of the Committee shall be appointed by the Board of Directors and shall serve
until such member's successor is duly elected and qualified or until such
member's earlier resignation or removal. The members of the Committee may be
removed, with or without cause, by a majority vote of the Board of Directors.
Chairman is elected by the full Board of Directors, the members of the
Committee shall designate a Chairman by majority vote of the full Committee
membership. The Chairman shall be entitled to cast a vote to resolve any ties.
The Chairman will chair all regular sessions of the Committee and set the
agendas for Committee meetings.
its responsibilities, the Committee shall be entitled to delegate any or all of
its responsibilities to a subcommittee of the Committee.
shall meet at least two times annually, or more frequently as circumstances dictate.
The Chairman of the Board or any member of the Committee may call meetings of
the Committee. All meetings of the Committee may be held telephonically. At any
meeting of the Committee, the presence of a majority of its members then in
office shall constitute a quorum for the transaction of business; and the act
of a majority of its members present at a meeting at which a quorum is present
shall be the act of the Committee. The Committee may also, as necessary or
appropriate to address unusual issues that cannot be deferred to a Committee
meeting, take action by unanimous written consent of its members. Minutes of
all meetings of the Committee shall be kept.
non-management directors that are not members of the Committee may attend
meetings of the Committee but may not vote. Additionally, the Committee may
invite to its meetings any director, management of the corporation 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.
IV. Responsibilities and Duties
functions shall be the common recurring activities of the Committee in carrying
out its responsibilities outlined in Section I of this Charter. These functions
should serve as a guide with the understanding that the Committee may carry out
additional functions and adopt additional policies and procedures as may be
appropriate in light of changing business, legislative, regulatory, legal or
other conditions. The Committee shall also carry out any other responsibilities
and duties delegated to it by the Board of Directors from time to time related
to the purposes of the Committee outlined in Section I of this Charter.
in discharging its oversight role, is empowered to study or investigate any
matter of interest or concern that the Committee deems appropriate and shall
have the sole authority to retain outside counsel or other experts for this
purpose, including the authority to approve the fees payable to such counsel or
experts and any other terms of retention.
Selection, Composition and Evaluation
- Establish criteria for
the selection of new directors to serve on the Board of Directors.
- Subject to any pre-existing
shareholders' agreements, identify individuals believed to be qualified as
candidates to serve on the Board of Directors and select, or recommend
that the Board of Directors select, the candidates for all directorships
to be filled by the Board of Directors or by the shareholders at an annual
or special meeting. In identifying candidates for membership on the Board
of Directors, the Committee shall take into account all factors it
considers appropriate, which may include strength of character, mature judgment,
career specialization, relevant technical skills, diversity and the extent
to which the candidate would fill a present need on the Board of
Review and make recommendations to the full Board of Directors,
or determine, whether members of the Board should stand for re-election.
Consider matters relating to the retirement of Board members, including term
limits or age caps.
In the case of a director nominated to fill a vacancy on the
Board of Directors due to an increase in the size of the Board, recommend to
the Board of Directors the class of directors in which the director-nominee
- Conduct all necessary
and appropriate inquiries into the backgrounds and qualifications of
possible candidates. In that connection, the Committee shall have sole
authority to retain and to terminate any search firm to be used to assist
it in identifying candidates to serve as directors of the corporation,
including sole authority to approve the fees payable to such search firm
and any other terms of retention.
- Consider questions of
independence and possible conflicts of interest of members of the Board of
Directors and executive officers.
- Review and make
recommendations, as the Committee deems appropriate, regarding the
composition and size of the Board of Directors in order to ensure the
Board has the requisite expertise and its membership consists of persons
with sufficiently diverse and independent backgrounds.
- Develop and oversee
(with the assistance of the Chairman of the Board and Secretary) an
orientation program for all newly elected directors and continuing
education program for all directors in order to ensure that the directors
are fully informed as to their responsibilities and the means at their
disposal for the effective discharge of those responsibilities.
- Oversee evaluation of,
at least annually, and as circumstances otherwise dictate, the Board of
Directors and management.
Selection, Composition and Evaluation
- Recommend members of the Board of
Directors to serve on the committees of the Board, giving consideration to
the criteria for service on each committee as set forth in the charter for
such committee, as well as to any other factors the Committee deems
relevant, and where appropriate, make recommendations regarding the
removal of any member of any committee.
- Recommend members of the Board of
Directors to serve as the Chair of the committees of the Board of
- Establish, monitor and recommend the
purpose, structure and operations of the various committees of the Board
of Directors, the qualifications and criteria for membership on each
committee of the Board and, as circumstances dictate, make any
recommendations regarding periodic rotation of directors among the
committees and impose any term limitations of service on any Board
- Periodically review the charter,
composition and performance of each committee of the Board of Directors
and make recommendations to the Board for the creation of additional
committees or the elimination of Board committees.
- Consider the adequacy
of the certificate of incorporation and by-laws of the corporation and
recommend to the Board of Directors, as conditions dictate, that it propose amendments to the certificate of incorporation
and by-laws for consideration by the shareholders.
- Develop and recommend
to the Board of Directors a set of corporate governance principles and
keep abreast of developments with regard to corporate governance to enable
the Committee to make recommendations to the Board of Directors in light
of such developments as may be appropriate.
- Consider policies
relating to meetings of the Board of Directors. This may include meeting
schedules and locations, meeting agendas and procedures for delivery of
materials in advance of meetings.
Succession Planning Process
- Oversee and approve the management
continuity planning process. Review and evaluate the succession plans
relating to the CEO and other executive officer positions and make
recommendations to the Board of Directors with respect to the selection of
individuals to occupy these positions.
- Review the Company's
policy on diversity, evaluate its implementation by the management of the
Company, and make recommendations to the Board of Directors regarding the
Company's efforts to promote diversity among directors, officers,
employees and contractors.
- Report regularly to the Board of
Directors (i) following meetings of the
Committee, (ii) with respect to such other matters as are relevant to the
Committee's discharge of its responsibilities and (iii) with respect to
such recommendations as the Committee may deem appropriate. The report to
the Board of Directors may take the form of an oral report by the Chairman
or any other member of the Committee designated by the Committee to make
- Maintain minutes or other records of
meetings and activities of the Committee.
- The Committee shall
have the authority to retain outside legal, accounting or other advisors
as deemed necessary or appropriate in the performance of its duties,
including the authority to approve the fees payable to such advisors and
any other terms of retention.
V. Annual Performance Evaluation
shall perform a review and evaluation, periodically ,
of the performance of the Committee and its members, including by reviewing the
compliance of the Committee with this Charter. In addition, the Committee shall
review and reassess, periodically , the adequacy of
this Charter and recommend to the Board of Directors any improvements to this
Charter that the Committee considers necessary or valuable. The Committee shall
conduct such evaluations and reviews in such manner as it deems appropriate.
Additionally, the Committee shall evaluate the periodic review process undertaken
by the other Board committees and recommend applicable procedures and/or