HOOPER HOLMES, INC.

 

CORPORATE GOVERNANCE & NOMINATING COMMITTEE

CHARTER

 

A.

Purpose

 

The Committee shall recommend to the Board persons to be nominated for election as directors and principles for governance of the Company and the Committee shall oversee the evaluation of the Board and management.

 

B.

Committee Organization

 

The Committee shall consist of a number of directors as determined by the Board with the Chair to be elected by the Board. Except as otherwise permitted by rules of the American Stock Exchange, each member of the Committee shall be an “independent director” as defined by such rules.

 

C.

Function and Responsibilities

 

Board of Directors

 

The Committee shall be responsible for identifying and recommending to the Board qualified individuals to be nominated by the Board for election by the stockholders and persons to be elected by the Board to fill any vacancies on the Board. In making such recommendations, the Committee shall consider candidates proposed by stockholders and shall apply the same criteria and follow substantially the same process in considering them as it does in considering other candidates. Any stockholder may communicate directly with the Board at any time by mail, email or telephone to the Company headquarters. The Committee shall also be responsible for reviewing with the Board annually the required experience and criteria for new Board members and the composition of the Board as a whole. Finally, the Committee shall have sole authority to retain and to terminate any search firm engaged to identify prospective directors and to approve the terms of such engagement.

 

Corporate Governance

 

The Committee shall recommend to the Board a set of corporate governance guidelines for the Company and shall review such guidelines from time to time and recommend any proposed changes to the Board for approval.

 

The Committee shall be responsible to oversee an annual self-evaluation of the Board and to prepare an assessment of the Board’s performance to be discussed with the Board. Further, the Committee shall oversee an annual review of succession planning for the Board as well as for Company management.

 

D.

Procedures

 

The Committee shall meet as often as necessary to carry out its responsibilities and shall keep appropriate records of its meetings. Further, the Committee shall report regularly to the Board, shall review this charter from time to time and recommend changes to the Board for approval and shall annually evaluate its own performance.