NOMINATING AND CORPORATE GOVERNANCE
The Board of Directors (the "Board") of Harte-Hanks,
Inc., a Delaware corporation
(the "Company"), established the Nominating and Corporate
Governance Committee (the "Committee") as of January 28, 2004. The Board adopted this
Corporate Governance Committee Charter (the "Charter") on January 28, 2004 and amended it as
of January 26, 2005 and January 26, 2006.
The primary functions of the Committee are to (a) develop, recommend to the
Board, implement and maintain the Company's corporate governance principles
and policies, (b) identify, screen and recruit, consistent with criteria
approved by the Board, qualified individuals to become Board members, (c)
recommend that the Board select the director nominees for the next annual meeting
of stockholders, (d) assist the Board in determining the appropriate size,
function, operation and composition of the Board and its committees and (e)
oversee the evaluation of the Board and management.
The Committee shall be comprised of the number of directors determined by the
Board and consistent with the Company's By-laws, all of whom must qualify as
independent directors as defined by the rules of the New York Stock Exchange,
Inc. (the "NYSE") and the Securities and Exchange Commission (the
The members of the Committee shall be appointed by majority vote of the full
Board at a duly convened meeting of the Board. The Committee may recommend,
and the Board will designate, one member of the Committee to serve as the
Chairman of the Committee (the "Chairman"). If a Chairman is not
designated or is not present at any meeting, the members of the Committee may
designate a chairman for such meeting by majority vote of the Committee. The
members of the Committee will serve until their resignation, retirement or
removal, or the due appointment and qualification of their successors. A
member of the Committee may be removed only by majority vote of the
independent directors then in office, provided that the failure of the full
Board to re-appoint a member during any reconstitution of the Committee at
the first duly convened meeting of the Board following the annual meeting of
stockholders will not constitute "removal" for this purpose. No
reduction in the number of members constituting the full Committee shall have
the effect of shortening the term of any incumbent member.
The Committee's rules of procedure shall be consistent with the By-laws of
the Company and this Charter including any By-law provisions governing notice
of meetings and waiver thereof. The Committee shall meet at least once
annually, or more frequently as may be necessary to carry out its
responsibilities. In addition, the Chairman or a majority of the members of
the Committee may call a special meeting of the Committee. A majority of the
members of the Committee shall constitute a quorum.
The Committee may appoint subcommittees for any purpose that the Committee
deems appropriate and may delegate to such subcommittees such power and authority
as the Committee deems appropriate. Notwithstanding the foregoing (a) no
subcommittee shall consist of fewer than two (2) members, and (b) the
Committee shall not delegate to a subcommittee any power or authority
required by any law, regulation or listing standard to be exercised by the
Committee as a whole.
Following each of its meetings, the Committee shall deliver a report on the
meeting to the Board, including a description of all actions taken by the
Committee at the meeting. The Committee shall keep written minutes of its
meetings and such minutes shall be maintained with the books and records of
IV. RESPONSIBILITIES AND DUTIES
The Committee shall have the power to perform the following:
Implement Corporate Governance Policies
A. Recommend policies to the Board to enhance the Board's effectiveness
including consideration of the appropriate size and composition of the Board
and the frequency of Board meetings.
B. Develop and review on an annual basis, or more frequently if it deems it
appropriate, the corporate governance policies of the Company to ensure that
such policies are appropriate for the Company and comply with the applicable
laws, regulations, and NYSE listing standards, and to recommend any changes
as necessary to the Board.
C. Create and recommend to the Board for adoption a corporate code of conduct
for directors, officers, and employees, such as the Business Conduct Policy.
Except for matters delegated by the Board to the Audit Committee of the
Company, the Committee will oversee the implementation and enforcement of the
Business Conduct Policy or other codes of conduct that may be adopted by the
Board from time to time
D. Develop and recommend to the Board a set of corporate governance
principles applicable to the Company, and to review those principles at least
E. Consider any other corporate governance issues that arise from time to
time, and develop appropriate recommendations for the Board.
Assess Board Membership Needs and Recommend Board Nominees
F. Periodically assess the Board's composition so that the Board encompasses
a broad range of skills, expertise, industry knowledge, diversity of opinion
and contacts relevant to the Company's business and identify suitable
candidates for consideration as nominees to the Board that will help
strengthen and balance the Board and nominate candidates to fill vacancies
accordingly. In identifying any candidates, the Committee shall consider
whether each candidate would qualify as independent, and each candidate's
background, experience, expertise, financial acumen, diversity and other
relevant criteria, including the number of other board assignments and
ability and willingness to commit adequate time to Board and committee
G. Recommend to the Board a slate of nominees of directors to be elected by
the stockholders at the next annual meeting of stockholders, and recommend to
the Board any directors to be elected by the Board to fill vacancies.
Committee recommendations may include a review of the performance and
contribution of fellow directors as well as the qualifications of proposed
Make Recommendations Regarding Committee Memberships
H. Recommend directors to be selected for membership on Board committees.
Committee recommendations may consider the qualifications for membership on
each committee, the extent to which there should be a policy of periodic
rotation of directors among the committees, and any limitations on the number
of consecutive years a director should serve on any one Board committee.
I. Recommend that individual directors be designated as chairs of Board
committees, particularly those committees that perform an oversight function,
such as the Company's Audit Committee and Compensation Committee.
Evaluation of the Board and Management
J. Establish procedures for the committee to oversee performance evaluations
for the Board as a whole, the directors and management.
K. Participate with management in the review of director and officer
insurance needs and the means of satisfying such insurance needs.
L. Periodically consider the mix of skills and experience that directors
bring to the Board to assess whether the Board has the necessary personnel to
perform its oversight function effectively.
V. PERFORMANCE EVALUATION
The Committee shall conduct a self-evaluation of its performance annually,
which evaluation shall compare the performance of the Committee with the
requirements of this Charter. In conducting its self-evaluation, the
Committee may address all matters that it considers relevant to its
performance, including the following:
A. The adequacy, appropriateness and quality of the information and
recommendations presented to the Committee by management and by the Committee
to the Board.
B. The manner in which they were discussed or debated.
C. Whether the number and length of meetings of the Committee were adequate
for the Committee to complete its work in a thorough and thoughtful manner.
The Committee shall deliver to the Board a written report setting forth the
results of any self-evaluation, including any recommended amendments to this
Charter and any recommended changes to the Company's or the Board's corporate
governance policies and procedures.
VI. INVESTIGATIONS AND STUDIES;
The Committee may conduct or authorize investigations into or studies of
matters within the scope of the Committee's authority and responsibilities,
and may retain, at the Company's expense, such outside advisors as it deems
necessary or appropriate.
The Committee shall have the sole authority to retain or terminate any
consulting firm engaged to assist in identifying director candidates, and to
retain outside counsel and any other advisors as the Committee may deem
appropriate in its sole discretion. The Committee shall have the sole
authority to approve related fees and retention terms for any such consulting
firm, counsel or other advisors.
VII. RELATED-PARTY TRANSACTIONS
Except for matters delegated by the Board to the Audit Committee of the
Company, all proposed related-party transactions and conflicts of interest
should be presented to the Committee for its consideration. If required by
law, NYSE rules or SEC regulations, such transactions must obtain Committee
approval. The term "related-party transaction" shall be consistent
with the definition provided in SEC Regulation S-K, Item 404(a). The term
"conflict of interest" is defined in the Company's the Business
Conduct Policy, which includes the Conflict of Interest Policy – 1.4-P-03.