CENTRAL EUROPEAN DISTRIBUTION CORPORATION (CEDC)

 

Nominating Committee Charter

 

 

 

Purposes

 

 

 

The purpose of the Nominating Committee (the “Committee”) shall be to assist the Board of Directors (the “Board”) in identifying qualified individuals to become Board members.

 

 

 

Membership

 

 

 

Appointment and Removal. Members of the Committee shall be appointed by the Board and shall serve on the Board for such term as the Board may decide or, with respect to an individual Committee member, until such Committee member is no longer a Board member or is removed by the Board in accordance with CEDC’s Bylaws. The Board shall designate the chairperson of the Committee.

 

 

 

Number and Meetings. The Committee shall be comprised of not less than three members of the Board. The Committee shall meet as often as necessary to fulfill its responsibilities. The Committee may appoint subcommittees and may delegate its responsibilities to a subcommittee to the extent it deems appropriate.

 

 

 

Independence. The Committee members shall meet the independence requirements of the Nasdaq listing standards and other applicable laws. Accordingly, the members of the Committee shall be directors the Board affirmatively determines have no material relationship to CEDC, either directly or as a partner, stockholder or officer or officer of any organization that has a relationship with CEDC.

 

 

 

The failure of the Committee to satisfy the independence requirements set forth above shall not invalidate any actions taken by the Committee.

 

 

 

Responsibilities

 

 

 

In furtherance of its purpose, the Committee shall carry out the following responsibilities:

 

 

 

1.         The Committee shall lead the Company’s search for qualified individuals to become members of the Board.

 

2.         The Committee shall evaluate and recommend to the Board for nomination candidates for election or re-election as directors.

 

 

 

3.         In the event of a vacancy on the Board, or if the Committee becomes aware of a pending vacancy and the Board determines that such vacancy shall be filled by the Board, the Committee shall recommend to the Board a qualified individual for appointment to the Board.

 

 

 

4.         In assessing the qualification of a candidate, the Committee generally shall observe the following guidelines:

 

 

the Committee shall consider and comply with the Nasdaq MarketPlace Rules on independence and such other factors as it deems advisable.

 

 

 

• directors shall not be a director, consultant or employee of any competitor of CEDC (i.e., a company that distributes or produces alcoholic beverages), unless the Board determines that appointing, engaging or employing such director, consultant or employee is in the best interest of CEDC and its stockholders.

 

 

 

in considering candidates, the Committee shall consider their other obligations and time commitments and their ability to attend meetings in person,

 

 

 

in the event that the Chairman, other than the current Chairman at the time of the initial adoption of this Charter, is not independent, the Committee shall recommend another director to serve as the “lead independent director.”

 

 

 

to avoid potential conflicts of interest, interlocking directorships shall not be allowed. Interlocking directorships shall be deemed to occur if a senior executive officer of CEDC serves on the board of or as a trustee of a company or institution that employs one or more directors (i.e., reciprocal directorships).

 

5.         The Committee shall perform any other duties or responsibilities delegate to the Committee by the Board from time to time.

 

 

 

6.         The Committee shall report regularly to the Board.

 

 

 

7.         The Committee shall conduct and review with the Board annually an evaluation of the Committee’s performance with respect to the requirements of this charter.

 

 

 

The Charter

 

 

 

• This Charter supercedes all previous versions of the Charter. The original Charter was approved by the CEDC Board of Directors at the meeting of November 19, 2002. This charter was approved by the Board of Directors on November 21st, 2005.

 

 

 

• The Committee shall review the adequacy of this charter on an annual basis and recommend any appropriate changes to the Board for consideration.

 

 

 

• The latest version of the Charter will be published at least once every three years in CEDC’s annual proxy statement.