on Nominations and Corporate Governance Charter
Membership and Purpose
The Committee on Nominations and Corporate Governance shall be comprised of not
less than three directors. Each Committee member shall be a director who is
independent of management and the Company. Committee members are appointed by
the Board and the Board reviews Committee membership at least annually.
The Committee shall regularly report to the
Board on the results of its activities and make recommendations on the Board's
organization and practices and aids in identifying and recruiting director
candidates. The Committee has authority to retain and terminate any search firm
to be used to identify director candidates, including authority to approve the
search firm's fees and other retention terms. The Committee recommends to the
Board new candidates for election to the Board and the director nominees for
the next annual meeting of shareholders. The Committee also fixes director
compensation, reviews issues of corporate governance and makes recommendations
to the Board on corporate governance principles. The Committee may, from time
to time, adopt rules and make provisions as deemed appropriate for the conduct
of meetings, considering, acting upon and recording matters within its
authority and making such reports to the Board as it may deem appropriate.
The Board has delegated to the Committee the following duties and
with management and evaluate the overall effectiveness of the organization
of the Board, its incumbent members and the conduct of its business, and
make appropriate recommendations to the Board with regard thereto.
least annually, review membership of the various Board Committees.
and maintain criteria and procedures for the identification and
recruitment of candidates for election to serve as directors of the
Company, including consideration of the performance of incumbent directors
in determining whether to nominate them for re-election, as well as the
tenure policy of the Board with regard to directors and make appropriate
recommendations with regard thereto to the Board and, as appropriate, to
the shareholders of the Company. The Board's current criteria for
selecting new directors include criteria relating to a candidate's
business experience and accomplishments, lack of conflicts of interest,
ability to commit the time to serve effectively, personal characteristics,
the Board's needs for a diversity of backgrounds and skills, and other
the adequacy of the number of Board of Directors' meetings per year.
the appropriateness and adequacy of information supplied to directors
prior to and during Board of Directors' meetings.
from time to time the overall relationship of directors and management.
from time to time compensation (including benefits) for services to the
Company by its directors, and make recommendations with regard thereto to
and reassess the adequacy of its charter on an annual basis.
an annual performance evaluation of the Committee.