CORPORATE GOVERNANCE COMMITTEE
The Charter of the Nomination and Corporate Governance Committee is to ensure that qualified candidates are presented to the Board of Directors for election as directors, officers and members and chairs of board committees and to ensure that the Board of Directors and the Company's Articles of Incorporation and Bylaws are structured in a way that best serves the Company' practices and objectives.
In addition, the Committee will review corporate policies related to corporate governance issues important to the Company and the industry and will make recommendation on specific issues designed to assure that the Company fulfills its missions and objectives in accordance with applicable law and regulation.
Powers and Duties:
The committee shall have the power and duty to:
1. Review and make recommendations to the Board regarding Board composition and structure, including without limitation:
a. Recommending the term of office for directors and whether or not the Board should be classified according to terms;
b. Recommending retirement policies for non-employee directors;
c. Recommending the desirable ratio of employee and non-employee
directors in accordance with applicable law;
d. Reviewing the format of Board meetings and making recommendations for the improvement of such meetings.
2. Review and make recommendations to the Board regarding the nature and duties of board committees.
3. Establish criteria for membership on the Board of Directors and its committees, such as depth of experience, balance of business interest and experience, required expertise and qualifications for membership on the Board and each committee.
4. Recommend to the Board the individuals to be nominated for election or re-election as director at the annual meeting of shareholders and the membership and chairman of each board committee; and consider suggestions for board membership submitted by shareholders in accordance with the provisions and procedures set forth in the Company's Bylaws and corporate governance guidelines.
5. Evaluate Company policies relating to the recruitment of directors, including D&O insurance and indemnification bylaws, and make recommendations to the Board, or any appropriate board committee, regarding such matters.
6. After review, recommend formally to the Board a successor the Chief Executive Officer when a vacancy occurs.
7. Develop and recommend to the Board a set of corporate governance principles applicable to the Company from time to time.
8. Review periodically with the Company's General Counsel, in the light changing conditions, new legislation, regulations and other developments, the Company's Code of Business Ethics and other policies and procedures regarding insider trading, loans to insiders, whistle-blowing and the like, and make recommendations to the Board for any changes, amendments and modifications to the Code and such policies that the Committee shall deem desirable.
9. Report to the Board on Committee activities.
10. Oversee the evaluation of the Board and management in conjunction with the Compensation Committee.
11. Conduct an annual performance evaluation of the Committee.