Governance and Nominating Committee is appointed by the Board of Directors
- identify individuals qualified
to become board members,
- select, or recommend that
the Board select, the director nominees for the next annual meeting of
- develop and recommend to the Board
a set of corporate governance principles applicable to the Company.
Committee will be composed of a majority of directors who satisfy the
definition of "independent" under the listing standards of The Nasdaq Stock Market (Nasdaq).
The Committee members will be appointed by the Board and may be removed by
the Board in its discretion. The Committee shall have the authority to
delegate any of its responsibilities to subcommittees as the Committee may
deem appropriate, provided the subcommittees are composed entirely of
of any non-independent directors on this committee is subject to Nasdaq Rule 4350(c)(4)(C), which allows inclusion of
one non-employee director for up to two years, under exceptional and
limited circumstances when their inclusion is in the best interests of the
company and its shareholders.
Committee shall meet as often as its members deem necessary to perform the
Authority and Responsibilities
Committee will have the authority, to the extent it deems necessary or
appropriate, to retain a search firm to be used to identify director
candidates. The Committee shall have sole authority to retain and terminate
any such search firm, including sole authority to approve the firm's fees
and other retention terms. The Committee shall also have authority, to the
extent it deems necessary or appropriate, to retain other advisors. The
Company will provide for appropriate funding, as determined by the
Committee, for payment of compensation to any search firm or other advisors
employed by the Committee.
Committee will make regular reports to the Board and will propose any
necessary action to the Board. The Committee will review and reassess the
adequacy of this charter annually and recommend any proposed changes to the
Board for approval. The Committee will annually evaluate the Committee's
own performance. The Committee, to the extent it deems necessary or
- Identify individuals
qualified to become members of the Board.
- Approve director nominations
to be presented for shareholder approval at the annual meeting and to
fill any vacancies.
- Select, or recommend to the
Board, director nominees to fill vacancies on the Board as necessary.
- Make recommendations to the
Board regarding the size and composition of the Board and develop and
recommend to the Board criteria (such as, independence, experience
relevant to the needs of the Company, leadership qualities, diversity
and ability to represent the shareholders) for the selection of
individuals to be considered as candidates for election to the Board.
- Develop and recommend to
the Board for approval a set of corporate governance principles
applicable to the Company and review such guidelines at least annually
and recommend changes as necessary.
- Oversee the evaluation of
the Board and its committees, which may include developing and
recommending an annual self-evaluation process.
- Oversee the evaluation of
Last modified 03/04