MARCH 23, 2005
CHARTER OF THE
NOMINATING AND GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
PACIFIC ETHANOL, INC.
The purpose of the Nominating and Governance Committee (the "NOMINATING
COMMITTEE") of the Board of Directors of Pacific Ethanol, Inc. (the "COMPANY")
is to ensure that the Board of Directors is properly constituted to meet its
fiduciary obligations to stockholders and the Company and that the Company has
and follows appropriate governance standards. To carry out this purpose, the
Nominating Committee shall: (1) assist the Board of Directors by identifying
prospective director nominees and to recommend to the Board of Director nominees
for the next annual meeting of stockholders; (2) develop and recommend to the
Board of Directors the governance principles applicable to the Company; (3)
oversee the evaluation of the Board of Directors and management; and (4)
recommend to the Board of Directors nominees for each committee.
COMMITTEE MEMBERSHIP AND ORGANIZATION
o The Nominating Committee shall be comprised of no fewer than
two (2) members.
o The members of the Nominating Committee shall meet the
independence requirements of the National Association of
o The members of the Nominating Committee shall be appointed and
replaced by the Board of Directors.
COMMITTEE RESPONSIBILITIES AND AUTHORITY
o Evaluate the current composition, organization and governance
of the Board of Directors and its committees, determine future
requirements and make recommendations to the Board of
Directors for approval.
o Determine on an annual basis desired Board of Director
qualifications, expertise and characteristics and conduct
searches for potential Board of Director members with
corresponding attributes. Evaluate and propose nominees for
election to the Board of Directors. In performing these tasks
the Nominating Committee shall have the sole authority to
retain and terminate any search firm to be used to identify
o Oversee the Board of Directors performance evaluation process
including conducting surveys of director observations,
suggestions and preferences.
o Form and delegate authority to subcommittees when appropriate.
o Evaluate and make recommendations to the Board of Directors
concerning the appointment of directors to Board of Directors
committees, the selection of Board of Directors committee
chairs, and proposal of the Board of Directors slate for
o Consider shareholder nominees for election to the Board of
o Evaluate and recommend termination of membership of individual
directors in accordance with the Board of Director's
governance principles, for cause or for other appropriate
o Conduct an annual review on succession planning, report its
findings and recommendations to the Board of Directors, and
work with the Board of Directors in evaluating potential
successors to executive management positions.
o Coordinate and approve Board of Directors and committee
o Make regular reports to the Board of Directors.
o Review and re-examine this Charter annually and make
recommendations to the Board Directors for any proposed
o Annually review and evaluate its own performance.
In performing its responsibilities, the Nominating Committee shall have
the authority to obtain advice, reports or opinions from internal or external
counsel and expert advisors.