RightNow Investor Relations
the Nomination and Governance Committee
of the Board of Directors of
RightNow Technologies, Inc.
Adopted as of April 20, 2004
The purposes of the
Nomination and Governance Committee (the "Committee")
of the Board of Directors (the "Board") of RightNow Technologies, Inc. (the "Company")
shall be to assist the Board in (a) establishing the minimum
qualifications for a director nominee, including the qualities and skills
that Board members are expected to possess; (b) identifying and evaluating
individuals qualified to become Board members, consistent with criteria
approved by the Board and Committee; (c) selecting, or recommending that
the Board select, the director nominees for election at the next Annual
Meeting of Stockholders, or to fill vacancies on the Board occurring
between Annual Meetings of Stockholders; and (d) developing, recommending
to the Board, and assessing corporate governance policies for the Company.
Least Three Members; Chairperson. The Committee shall consist of a
minimum of three independent directors as defined in Section 2(b) below.
The Board shall designate a Committee member as the Chairperson of the
Committee, or if the Board does not do so, the Committee members shall
appoint a Committee member as Chairperson by a majority vote of the
authorized number of Committee members.
All members of the Committee shall be "independent"
as determined by the Board and as defined in the listing standards of the
Nasdaq Stock Market or such other national
securities exchange on which the Company's securities are then listed, as
the same may be amended from time to time (the "listing
standards"), the rules and regulations of the
Securities and Exchange Commission (the "SEC")
and any other laws applicable to the Company.
Subject to the requirements of the listing standards and the Bylaws of
the Company, the Board initially shall appoint the Committee members to
serve until the first meeting of the Board following the next Annual
Meeting of Stockholders. Thereafter, the Committee members shall be appointed
by the Board for one year terms and until their successors are appointed
and qualified, or until their earlier retirement, resignation or removal.
Any member of the Committee may be removed, with or without cause, by the
approval of a majority of the independent directors then serving on the
full Board. The Board may fill any vacancies on the Committee by a
majority vote of the authorized number of directors.
- Meetings; Reports
and Resources of the Committee.
The Committee shall meet as often as it determines necessary or
advisable, but not less than once a year. The Committee also may hold
special meetings or act by unanimous written consent as the Committee may
decide. The meetings may be in person or by telephone. The Committee
shall keep written minutes of its meetings and shall deliver a copy of
such minutes to the Board and to the Corporate Secretary of the Company
for inclusion in the Company's minute books. The Committee may meet
separately with other directors, the Chief Executive Officer and other
Company employees, agents or representatives invited by the Committee.
The Committee may establish its own procedures in a manner not
inconsistent with this Charter, the Company's Bylaws, applicable laws or
regulations, or the listing standards. The Chairperson of the Committee
or a majority of the Committee members may call meetings of the
Committee. A majority of the authorized number of Committee members shall
constitute a quorum for the transaction of Committee business, and the
vote of a majority of the Committee members present at the meeting at
which a quorum is present shall be the act of the Committee, unless in
either case a greater number is required by this Charter, the Company's
Bylaws, applicable laws or regulations, or the listing standards. The
Committee may form and delegate any of its responsibilities to a
subcommittee so long as such subcommittee consists solely of independent
members of the Committee.
The Committee shall report its actions and recommendations to the Board
after each Committee meeting, and shall report to the Board the director
nominees for the Annual Meeting of Stockholders at an appropriate time
prior to preparation of the Company's proxy statement for the Annual
Meeting of Stockholders. The Committee shall disclose to the Board
information regarding the category or categories of persons or entities
that recommended, and persons or entities that caused to be recommended,
each director nominee (for instance, security holder, non-management
director, chief executive officer, other executive officer, third-party
search firm, or other, specified source), specifically noting those
instances where a nominee was recommended by the Chief Executive Officer
of the Company. The Committee also shall disclose to the Board whether
any third parties received compensation related to identifying and
Access and Resources. The Committee is at all times authorized to
have direct, independent and confidential access to the Company's other
directors, management and personnel, as well as to the Company's books,
records and facilities, to carry out the Committee's purposes. The
Committee shall have the sole authority, to the extent it deems necessary
or appropriate, to retain and terminate at the Company's expense any
search firm to assist in identifying director candidates, and any
independent counsel or other advisers selected by the Committee for
matters related to the Committee's purposes. The Committee shall have
sole authority to approve related fees and retention terms.
- Authority and
In furtherance of its
purposes, the Committee shall have the following authority and
assist the Board in establishing the minimum qualifications for a
director nominee, including the qualities and skills that Board members
are expected to possess; to lead the search for and identify individuals
qualified to become Board members, consistent with criteria approved by
the Board; and to select, or to recommend that the Board select, the
director nominees to be presented for stockholder approval at the next
Annual Meeting of Stockholders, and one or more director nominees for
each vacancy on the Board that occurs between Annual Meetings of
Stockholders, subject to legal rights, if any, of third parties to
nominate or appoint directors. The Committee shall select or recommend
individuals as director nominees who meet the minimum qualifications
approved by the Board and who shall have high personal and professional
integrity, who shall have financial literacy or other professional or
business experience relevant to an understanding of the Company and its
business, who shall have demonstrated an ability to think and act
independently and with sound judgment and who shall be effective, in
conjunction with the other nominees to the Board, in collectively serving
the long-term interests of the Company and its stockholders.
review and recommend to the Board a determination with respect to each
director's "independence" under the listing standards, the
rules and regulations of the SEC and any other laws applicable to the
receive, review and respond to director nominations submitted in writing
by the Company's stockholders.
review and evaluate the Board's committee structure. To recommend to the
Board for its approval qualified directors to serve as members of each
committee, giving consideration to the criteria for service on each
committee as set forth in the charter for such committee. The Committee
shall review and recommend committee slates annually and shall recommend
additional committee members to fill vacancies as needed.
consider and recommend changes in the size or composition of the Board
and matters relating to the retirement of Board members.
determine the reasons for the resignation of any director.
annually evaluate its own performance as a committee, including its effectiveness
and compliance with its Charter, and report to the Board the results of
such evaluation and any recommended changes. To review and reassess, at
least annually, the adequacy of this Charter and submit any recommended
changes to the Board for its consideration.
perform any other activities, consistent with this Charter, the Company's
Bylaws and applicable listing standards and laws, as the Committee or the
Board deems necessary or appropriate.
develop, assess annually, and make recommendations to the Board
concerning, appropriate corporate governance policies, including the
Company's Code of Ethics and Business Conduct. To regularly review issues
and developments related to matters of corporate governance. To monitor compliance
with the Company's Code of Ethics and Business Conduct and other
corporate governance policies.
oversee an annual review of the performance of the full Board and
management, and to oversee the annual self-evaluation process of each Board
Regarding Director Nominations by Stockholders.
The Committee will
consider nominees for the Board recommended by stockholders who meet the
eligibility requirements for submitting stockholder proposals for
inclusion in the Company's next proxy statement. If an eligible
stockholder wishes to recommend a nominee, he or she should submit such
recommendation in writing to the Chair, Nomination and Governance
Committee, care of the Corporate Secretary of the Company, by the deadline
for stockholder proposals set forth in the Company's last proxy statement,
specifying the following information: (a) the name and address of the
nominee, (b) the name and address of the stockholder making the
nomination, (c) a representation that the nominating stockholder is a
stockholder of record of the Company's stock entitled to vote at the next
annual meeting and intends to appear in person or by proxy at such meeting
to nominate the person specified in the notice, (d) the nominee's qualifications
for membership on the Board, (e) all of the information that would be
required in a proxy statement soliciting proxies for the election of the
nominee as a director, (f) a description of all direct or indirect
arrangements or understandings between the nominating stockholder and the
nominee and any other person or persons (naming such person or persons)
pursuant to whose request the nomination is being made by the stockholder,
(g) all other companies to which the nominee is being recommended as a nominee
for director, and (h) a signed consent of the nominee to cooperate with
reasonable background checks and personal interviews, and to serve as a
director of the Company, if elected. All such recommendations will be
brought to the attention of the Committee, and the Committee shall
evaluate such director nominees in accordance with the same criteria, set
forth in this Charter or otherwise approved by the Committee or the Board,
applicable to the evaluation of all director nominees.