GLOBTEL COMMUNICATIONS CORP.
NOMINATING COMMITTEE CHARTER
1. Purpose. The purpose of the Nominating Committee (the "Committee") of
GlobeTel Communications Corp. the ("Company") is to (a) identify individuals
qualified to become members of the Board of Directors (the "Board"), consistent
with criteria approved by the Board, and to select, or to recommend that the
Board select, the director nominees for each annual meeting of stockholders;
oversee the evaluation of the Board and management; and (d) take such other
actions within the scope of this charter (this "Charter") as the Committee deems
necessary or appropriate.
2. Membership. All members of the Committee will be independent directors (as
determined by the Board) under the independence requirements of the American
Stock Exchange and applicable law. The members of the Committee will be
appointed by and serve at the discretion of the Board. Committee members may be
removed at any time by a majority vote of independent directors. The Board will
appoint the Chairperson of the Committee.
3. Specific Responsibilities and Duties. The Board delegates to the Committee
the express authority to do the following, to the fullest extent permitted by
applicable law, rules and regulations, and the Company's charter and Bylaws:
(a) Board Composition. Evaluate the size and composition of the Board,
develop criteria for Board membership, and evaluate the independence of
existing and prospective directors.
(b) Candidates and Nominees. Actively seek and evaluate qualified
individuals to become new directors as needed. Review and develop the
Board's criteria for selecting new directors, including standards for
director independence. Establish procedures to solicit, review, and
recommend to the Board, potential director nominees proposed by
stockholders and reassess, as needed, the Nominating Committee Policy
attached hereto as Annex A. Select or recommend that the Board select, the
director nominees for the annual meeting of stockholders.
(c) Current Directors. Review the suitability of each Board member for
continued service when his or her term expires and when he or she has a
significant change in status.
(d) Committees. Make recommendations to the Board as to qualifications of
members of the Board's Committees, Committee member appointment and
removal, and Committee reporting to the Board.
(e) Oversight of Board, Management and Committee Evaluations. Take such
steps as the Committee
deems necessary or appropriate with respect to oversight of the evaluation
of the Board, management, and each Board Committee.
(f) Review Charter. Review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval.
Publish the Charter as required by applicable law and as otherwise deemed
advisable by the Committee.
(g) Orientation and Education. Develop with management and monitor the
process of orienting new directors and continuing education for existing
(h) Other Actions. Perform any other activities consistent with this
Charter, the Company's Bylaws and governing law as the Committee or the
Board deems necessary or appropriate.
4. Meetings. The Committee will meet with such frequency, and at such times, as
its Chairperson, or a majority of the Committee, determines. A special meeting
of the Committee may be called by the Chairperson and will be called promptly
upon the request of any two Committee members. The agenda of each meeting will
be prepared by the Chairperson and circulated to each member of the Committee
prior to the meeting date. Unless the Committee or the Board adopts other
procedures, the provisions of the Company's Bylaws applicable to meetings of the
Board will govern meetings of the Committee. At each regular meeting of the
Board, the Committee will give a report regarding any actions taken by the
Committee since the last regular meeting of the Board.
5. Minutes. The Committee will keep minutes of each meeting.
6. Reliance; Experts; Cooperation.
6.1 Retention of Counsel and Advisors. The Committee has the power, in its
discretion, to retain at the Company's expense such independent counsel
and other advisors and experts, as it deems necessary or appropriate to
carry out its duties.
6.2 Reliance Permitted. In carrying out its duties, the Committee is
permitted and will act in reliance on management, the independent public
accountants, internal auditors, and outside advisors and experts, as it
deems necessary or appropriate.
6.3 Investigations. The Committee has the power, in its discretion, to
conduct any investigation it deems necessary or appropriate to enable it
to carry out its duties.
6.4 Required Participation of Employees. The Committee will have
unrestricted access to the independent public accountants, the internal
auditors, internal and outside counsel, and anyone else in the Company,
and may require any officer or employee of the Company or the Company's
outside counsel or independent public accountants to attend any meeting of
the Committee or to meet with any members of, or consultants or advisors
to, the Committee.
ANNEX A: GLOBETEL COMMUNICATIONS CORP. NOMINATING COMMITTEE POLICY
Process for Evaluating and Selecting Potential Director Candidates The
Nominating Committee (the "Committee") is responsible for annually identifying
and recommending to the Board of Directors of GlobeTel Communications Corp. (the
"Board") the nominees to be selected by the Board for each annual meeting of
stockholders. The Committee is also responsible for periodically assessing,
developing and communicating with the full Board concerning the appropriate
criteria to be utilized in evaluating potential director nominees.
Minimum Qualifications for Director Nominees The Committee has established the
following minimum criteria for evaluating prospective board candidates:
o Reputation for integrity, strong moral character and adherence to high ethical
o Holds or has held a generally recognized position of leadership in community
and/or chosen field of endeavor, and has demonstrated high levels of
o Demonstrated business acumen and experience, and ability to exercise sound
business judgments and common sense in matters that relate to the current and
long-term objectives of the Company.
o Ability to read and understand basic financial statements and other financial
information pertaining to the Company.
o Commitment to understand the Company and its business, industry and strategic
o Commitment and ability to regularly attend and participate in meetings of the
Board of Directors, Board Committees and stockholders, number of other company
Boards on which the candidate serves and ability to generally fulfill all
responsibilities as a director of the Company.
o Willingness to represent and act in the interests of all stockholders of the
Company rather than the interests of a particular group.
o Good health, and ability to serve.
o For prospective non-employee directors, independence under SEC and applicable
stock exchange rules, and the absence of any conflict of interest (whether due
to a business or personal relationship) or legal impediment to, or restriction
on, the nominee serving as a director.
o Willingness to accept the nomination to serve as a director of the Company.
Other Factors for Potential Consideration
The Committee will also consider the following factors in connection with its
evaluation of each prospective nominee:
o Whether the prospective nominee will foster a diversity of skills and
o For potential Audit Committee members, whether the nominee possesses the
requisite education, training and experience to qualify as "financially
literate" or as an audit Committee "financial expert" under applicable SEC and
stock exchange rules.
o For incumbent directors standing for re-election, the Nominating Committee
will assess the incumbent director's performance during his or her term,
including the number of meetings attended, level of participation, and overall
contribution to the Company.
o Composition of Board and whether the prospective nominee will add to or
complement the Board's existing strengths.
Process for Identifying, Evaluating and Recommending Nominees
o The Committee initiates the process by preparing a slate of potential
candidates who, based on their biographical information and other
information available to the Committee, appear to meet the criteria
specified above and/or who have specific qualities, skills or experience
being sought (based on input from the full Board).
o Outside Advisors. The Committee may engage a third-party search firm or
other advisors to assist in identifying prospective nominees.
o Stockholder Suggestions for Potential Nominees. The Committee will
consider suggestions of nominees from stockholders. Stockholders may
recommend individuals for consideration by submitting the materials set
forth below to the Company addressed to the Chairman of the Committee at
the Company's address. To be timely, the written materials must be
submitted within the time permitted for submission of a stockholder
proposal for inclusion in the Company's proxy statement for the subject
o The written materials must include: (1) all information to relating the
individual recommended that is required to be disclosed pursuant to
Regulation 14A under the Securities Exchange Act of 1934 (including such
person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (2) the name(s) and
address(es) of the stockholders making the nomination and the amount of
the Company's securities which are owned beneficially and of record by
such stockholder(s); (3) appropriate biographical information (including a
business address and a telephone number) and a statement as to the
individual's qualifications, with a focus on the criteria described above;
(4) a representation that the stockholder of record is a holder of record
of stock of the Company entitled to vote on the date of submission of such
written materials and (5) any material interest of the stockholder in the
o The Committee will evaluate a prospective nominee suggested by any
stockholder in the same manner and against the same criteria as any other
prospective nominee identified by the Committee from any other source.
o Nomination of Incumbent Directors. The re-nomination of existing directors
should not be viewed as automatic, but should be based on continuing
qualification under the criteria set forth above.
o For incumbent directors standing for re-election, the Committee will
assess the incumbent director's performance during his or her term,
including the number of meetings attended, level of participation, and
overall contribution to the Company; the number of other company Boards on
which the individual serves, composition of the Board at that time, and
any changed circumstances affecting the individual director which may bear
on his or her ability to continue to serve on the Board.
o Management Directors. The number of officers or employees of the Company
serving at any time on the Board should be limited such that, at all
times, a majority of the directors is "independent" under applicable SEC,
stock exchange rules or over-the-counter market rules.
o After reviewing appropriate biographical information and qualifications,
first-time candidates will be interviewed by at least one member of the
Committee and by the Chief Executive Officer.
o Upon completion of the above procedures, the Committee shall determine the
list of potential candidates to be recommended to the full Board for
nomination at the annual meeting.
The Board of Directors will select the slate of nominees only from candidates
identified, screened and approved by the Committee.