Nominating Committee Charter

 

 

Duties and Responsibilities of the Nominating and Governance Committee of the Board of Directors

 

 

 

The Nominating and Governance Committee shall be composed solely of members who are “independent” under the rules of The NASDAQ Stock Market, Inc., as from time to time in effect and applicable to the Company. This Committee shall review and evaluate potential nominations for election as a member of the Board of Directors, whether presented by shareholders or other members of the Board, or developed by the Committee. The Committee shall report its recommendations for such nominations and elections to the Board. The Committee shall perform such function with respect both to proposed elections of Board members by the Board itself, and to proposed nominations by the Board for election by the Shareholders.

 

 

 

The Nominating and Governance Committee shall from time to time as it shall see fit consider and present to the Board recommendations concerning the size and composition of the Board, the experience and other qualifications to be sought in members of the Board, and the compensation of non-employee members of the Board.

 

 

 

The Nominating and Governance Committee shall also be responsible for reviewing the Company’s practices and policies with respect to the allocation and exercise of corporate authority by and among the Board and its Committees and senior corporate officers, and for presenting to the Board of Directors such recommendations with respect to such practices and policies as it shall from time to time believe to be appropriate.

 

 

 

In discharging this responsibility, the Committee shall consider, among other matters, applicable requirements of the Securities and Exchange Commission and The NASDAQ Stock Market, Inc., recommendations of shareholders or their representative organizations, and practices of other respected publicly owned corporations.

 

 

Revised: February  6, 2004

 

 

 

 

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*Disclaimer: EMS Technologies, Inc. provides links to its annual shareholder report, SEC reports, and press releases solely to assist investors and other interested parties in obtaining on-line access to such documents. All such documents were prepared and speak as of their respective publication or filing dates. By providing this assistance, EMS does not and shall not be deemed to republish or adopt such reports or press releases as of any later date. EMS expressly disclaims any representation as to the accuracy or completeness of any shareholder report, SEC report or press release as of any date other than its original date of publication or filing, and assumes no responsibility to update or supplement such documents to reflect subsequent developments except as otherwise required by the rules and regulations governing SEC reporting.