CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE OF THE BOARD OF DIRECTORS OF ADVANCE AMERICA, CASH ADVANCE
I. PURPOSE OF THE COMMITTEE
purposes of the Nominating and Corporate Governance Committee (the
"Committee") of the Board of Directors (the "Board") of
Advance America, Cash Advance Centers, Inc. (the "Corporation")
shall be to identify and to recommend to the Board individuals qualified to
serve as directors of the Corporation and on committees of the Board; to
advise the Board with respect to the Board composition, procedures and
committees; to develop and recommend to the Board a set of corporate
governance guidelines applicable to the Corporation; and to oversee the
evaluation of the Board and the Corporation's management.
II. COMPOSITION OF THE COMMITTEE
Committee shall consist of three or more directors, as determined from time
to time by the Board. The members of the Committee shall be qualified to
serve on the Committee pursuant to the requirements of the New York Stock
Exchange (the "NYSE"), and any additional requirements that the
Board deems appropriate.
chairperson of the Committee shall be designated by the Board, provided
that if the Board does not so designate a chairperson, the members of the
Committee, by a majority vote, may designate a chairperson.
vacancy on the Committee shall be filled by majority vote of the Board. No
member of the Committee shall be removed except by majority vote of the
III. MEETINGS AND PROCEDURES OF THE COMMITTEE
Committee shall meet as often as it determines necessary to carry out its
duties and responsibilities. The Committee, in its discretion, may ask
members of management or others to attend its meetings (or portions
thereof) and to provide pertinent information as necessary.
Committee may form subcommittees for any purpose that the Committee deems
appropriate and may delegate to such subcommittees such power and authority
as the Committee deems appropriate.
majority of the members of the Committee present in person or by means of a
conference telephone or other communications equipment by means of which
all persons participating in the meeting can hear each other shall
constitute a quorum.
Committee shall maintain minutes of its meetings and records relating to
those meetings and shall report regularly to the Board on its activities,
IV. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
Committee shall have the following duties and responsibilities:
Candidates and Nominees
a. To assist in
identifying, recruiting and, if appropriate, interviewing candidates to
fill positions on the Board, including persons suggested by stockholders or
b. To review the
background and qualifications of individuals being considered as director
candidates. Among the qualifications considered in the selection of
candidates, the Committee shall look at the following attributes and
criteria of candidates: experience, skills, expertise, diversity of
backgrounds, personal and professional integrity, character, business
judgment, time availability in light of other commitments, dedication,
conflicts of interest and such other relevant factors that the Committee
considers appropriate in the context of the needs of the Board.
c. To recommend to
the Board the director nominees for election by the stockholders or
appointment by the Board, as the case may be, pursuant to the Bylaws of the
Corporation, which recommendations shall be consistent with the criteria
for selecting directors established by the Board from time to time.
d. To review the
suitability for continued service as a director of each Board member when
his or her term expires and when he or she has a change in status,
including but not limited to an employment change, and to recommend whether
or not the director should be re-nominated.
Board Composition and Procedures
e. To review
annually with the Board the size and composition of the Board as a whole and
to recommend, if necessary, measures to be taken so that the Board reflects
the appropriate balance of knowledge, experience, skills, expertise and
diversity of backgrounds required for the Board as a whole and contains at
least the minimum number of independent directors required by the NYSE.
To make recommendations concerning the frequency and
structure of Board meetings and any other aspect of the procedures of the
Board that the Committee considers warranted.
g. To make
recommendations to the Board regarding the size and composition of each
standing committee of the Board, including the identification of
individuals qualified to serve as members of a committee, including the
Committee, and to recommend individual directors to fill any vacancy that
might occur on a committee, including the Committee.
h. To monitor the
functioning of the committees of the Board and to make recommendations for
any changes, including the creation and elimination of committees.
To review annually committee assignments and the
policy with respect to the rotation of committee memberships and/or
chairpersonships, and to report any recommendations to the Board.
To recommend that the Board establish such special
committees as may be desirable or necessary from time to time in order to
address ethical, legal or other matters that may arise. The Committee's
power to make such a recommendation under this Charter shall be without
prejudice to the right of any other committee of the Board, or any
individual director, to make such a recommendation at any time.
k. To develop and
review periodically, and at least annually, the corporate governance
guidelines adopted by the Board to assure that they are appropriate for the
Corporation and comply with the requirements of the NYSE, and to recommend
any desirable changes to the Board.
To evaluate annually the appropriate level of
compensation for Board and committee service by non-employee members of the
m. To consider any
other corporate governance issues that arise from
time to time, and to develop appropriate recommendations for the Board.
n. To perform any
additional functions assigned to the Committee under the corporate
governance guidelines, as amended from time to time.
Evaluation of the Board and Management
o. The Committee
shall be responsible for overseeing the evaluation of the Board as a whole
V. EVALUATION OF THE COMMITTEE
Committee shall, on an annual basis, evaluate its performance. The
evaluation shall address all matters that the Committee considers relevant
to its performance, including a review and assessment of the adequacy of
Committee shall deliver to the Board a report, which may be oral, setting
forth the results of its evaluation, including any recommended amendments
to this Charter and any recommended changes to the Corporation's or the
Board's policies or procedures.
VI. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS
Committee may conduct or authorize investigations into or studies of matters
within the Committee's scope of responsibilities, and may retain, at the
Corporation's expense, such independent counsel or other consultants or
advisers as it deems necessary. The Committee shall have the sole authority
to retain or terminate any search firm to be used to identify director
candidates, including sole authority to approve the search firm's fees and
other retention terms, such fees to be borne by the Corporation.