Charter for Nominating and Governance Committee
2004 Committee Charter : ZQK
The Board of Directors of Quiksilver, Inc., a Delaware corporation (the "Company"), has
established the Nominating and Governance Committee pursuant to Section 141(c)(2) of the
Delaware General Corporation Law and Article III, Section 10 of the Company's Bylaws.
The Nominating and Governance Committee (the "Committee") shall be comprised of not less
than two members of the Board of Directors of the Company. Subject to the foregoing, the exact
number of members of the Committee shall be fixed and may be changed from time to time by
resolution duly adopted by the Board of Directors. The Committee members will be appointed
by the Board of Directors and may be removed by the Board in its discretion. Each member
shall be independent as defined in the listing standards of the New York Stock Exchange in
affect from time to time (referred to below as the "Listing Standards") and the Board of Directors
shall have affirmatively determined that the member is independent. As more clearly set forth in
the Listing Standards, members must not have any current or past relationships with the
Company which would interfere with their exercise of independent judgment or otherwise fail to
meet the independent standards set forth in the Listing Standards.
PURPOSE AND RESPONSIBILITIES
The primary purpose of the Committee is to: (i) identify individuals qualified to become Board
members; (ii) select, or recommend the Board select, the director nominees for the next Annual
Meeting of Stockholders; (iii) develop and recommend to the Board a set of corporate
governance principals applicable to the Company; and (iv) oversee the evaluation of the Board of
Directors and management.
The Committee shall:
· Qualifications of Directors: Periodically communicate with the full Board
concerning the Board's criteria for selecting directors in light of the Board's
composition, corporate governance policies, applicable listing standards and laws,
and other factors considered appropriate by the Board.
· Director Nominees: Identify and recommend to the Board the director nominees
to be selected by the Company's Board of Directors for each annual meeting of
stockholders and individuals to be elected by the Board to fill vacancies and
newly created directorships. This process shall include evaluation and
consideration of any stockholder nominees for election to the Board. The
Committee will review the service of its members when a director is eligible to be
renominated for Board membership, including an assessment of individual
director performance, expertise and experience, number of other public company
boards on which the individual serves, composition of the Board at that time, and
other relevant factors.
· Committee Appointments: If and when requested periodically by the Board,
identify and recommend to the Board the appointees to be selected by the Board
for service on the audit, compensation, nominating and corporate governance and
other key committees of the Board.
· Retention of Search Firm: Have sole authority to retain and terminate any
search firm used to identify director candidates and to approve the search firm's
fees and other retention terms.
· CEO Consultation: Actively consult with the Company's CEO as representative
of the Company's management prior to recommending to the Board the
nomination of any incumbent or new director nominees for election at the annual
· Governance Policies: Develop, or suggest changes in, corporate governance
principles to be recommended to the Board and which are appropriate for the
Company in light of the listing standards and nature of the Company's business,
including the general corporate governance guidelines, code of business conduct
and ethics and means of communicating these matters.
· Board Review: Periodically assess the composition of the Board in light of the
skills and background of incumbent directors, changed circumstances, if any,
affecting individual directors which may bear on future service as board members,
and the Board's plans and policies for succession planning for senior
management, and otherwise oversee an annual evaluation of the full Board and of
· Annual Performance Review: Evaluate its performance as the
Nominating/Governance Committee on an annual basis. Review and reassess the
adequacy of this Charter annually and recommend any proposed changes to the
Board for approval.
· Reports: Report to the Board at an appropriate time prior to preparation of the
Company's proxy statements for its annual meeting the Committee's
recommendations for director nominees at each annual meeting of stockholders.
Also report to the Board annually the results of (i) an oversight review of the
performance of the Board of Directors; (ii) the Committee's assessment of the
Company's corporate governance guidelines and implementation; and (iii) an
annual review by the Committee of it's own performance.
· Other Functions: Perform such other functions as the Board of Directors may
from time to time direct.
AUTHORITY AND PROCEDURES
The Committee shall meet at least twice a year and shall keep regular minutes of its meetings.
The Committee, as it may determine to be appropriate, may meet in separate executive sessions
with other directors, the CEO and other Company employees, agents or representatives invited
by the Committee. The Committee's Chairman shall be designated by the full Board or, if it
does not do so, the Committee members shall elect a Chairman by vote of a majority of the full
Committee. The Chairman of the Committee will preside at each meeting of the Committee and,
in consultation with the other members of the Committee, shall set the frequency and length of
each meeting and the agenda of items to be addressed at each meeting. The Committee is at all
times authorized to have direct, independent access to the Company's other directors and
management. The Committee shall have the power to hire independent legal, financial or other
advisors, as it deems necessary, without consulting or obtaining the approval of any officer of the
Company in advance. The Committee shall have the authority to delegate any of its
responsibilities to subcommittees as the Committee may deem appropriate, provided the
subcommittee is composed entirely of independent directors and has a published committee