ECD Ovonics Corporate Governance and Nominating Committee Charter

 

 
PURPOSE  

The Corporate Governance and Nominating Committee (the "Committee") is appointed by the Board of Directors of Energy Conversion Devices, Inc. to (1) identify individuals qualified to become Board members; (2) recommend to the Board director nominees for election or reelection at each annual meeting of stockholders; and (3) develop and implement the Company's corporate governance principles.

 
COMPOSITION AND TERM  

The Committee shall consist of a minimum of two directors who are not officers and employees of the Company or its wholly and/or majority owned subsidiaries and shall meet the requirements of the NASDAQ Stock Market, Inc. ("NASDAQ") and applicable federal law.

The members of the Committee and the Chair of the Committee shall be appointed by the Board at the annual meeting of the Board following the annual meeting of stockholders, and shall serve until their successors shall be duly elected and qualified or their earlier resignation or removal.

 
ADMINISTRATIVE MATTERS
Meetings
 

The Committee shall meet at such times and from time to time as it deems to be necessary or appropriate, either in person or telephonically, and at such times and places as the Committee shall determine. Meetings may be called by the Chair of the Committee and/or the Chairman of the Board and/or the Chief Executive Officer of the Company. The Committee may take action by written consent.

Reporting  

The Committee shall report its actions and recommendations to the Board after each Committee meeting.

Annual Review of Charter  

The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.

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PRINCIPAL FUNCTIONS
 

Among its specific responsibilities, the Committee shall:

(1)  

Establish criteria and qualifications for Board membership, including standards for assessing independence. The following minimum qualifications must be met by a nominee for a position on the Board:

 

        

have the highest personal and professional ethics and integrity and whose values are compatible with the Company's values;

        

have had experiences and achievements that have given them the ability to exercise good business judgment;

        

can make significant contributions to the Company's success;

        

have the ability to provide wise, informed and thoughtful counsel to top management on a range of issues;

        

are willing to devote the necessary time to the work of the Board and its committees;

        

understand and meet their responsibilities to the Company's stockholders including the duty of care (making informed decisions) and the duty of loyalty (maintaining confidentiality and avoiding conflicts of interest); and

        

have backgrounds that provide a portfolio of experience and knowledge commensurate with the Company's needs.

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(2)  

Evaluate the composition, size, role and functions of the Board and its committees to oversee successfully the business of the Company in a manner consistent with the Company's business strategy and goals, and make recommendations to the Board for approval;

(3)  

Identify and consider candidates to fill positions on the Board;

(4)  

Recommend to the Board candidates for election or reelection at each annual meeting of stockholders;

(5)  

Review the board of directors' committee structure and recommend to the board for its approval directors to serve as members of each committee;

(6)  

Consider persons recommended by stockholders in accordance with procedures for stockholder nominations in the same manner as a committee-recommended nominee;

(7)  

Develop and periodically review and recommend to the Board appropriate revisions to the Company's Corporate Governance Principles and Code of Business Conduct and Ethics; and

(8)  

Regularly review and make recommendations about changes to the charters of other Board committees after consultation with the respective committee chairs.

 
ENGAGEMENT OF ADVISORS
 

The Committee shall have the authority to retain and terminate any legal counsel, other experts and consultants, or any search firm used to identify director candidates. The Committee shall have the authority to approve fees and other retention terms.

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