2003 Nominating Charter: SOL

SOLA International Inc.
NOMINATING COMMITTEE CHARTER
PURPOSE
The purpose of the committee shall be to assist the board in identifying qualified individuals to become board
members and to recommend to the board the director nominees for the next annual meeting of shareholders.
MEMBERSHIP
The nominating committee of the board of directors of SOLA International shall consist of a minimum of three
directors. Members of the committee shall be appointed and may be removed by the board of directors. All
members of the committee shall be independent directors, and shall satisfy the New York Stock Exchange standard
for independence.
KEY RESPONSIBILITIES
In furtherance of this purpose, the committee shall have the following authority and responsibilities:
1. To lead the search for individuals qualified to become members of the board of directors and to select director
nominees to be presented for shareowner approval at the annual meeting. The committee shall select
individuals as director nominees based on the individual's business and professional accomplishment, integrity,
demonstrated ability to make independent analytical enquiries, ability to understand the company's business
and willingness to devote the necessary time to board duties.
2. To perform such other functions as assigned by law, the Company's Certificate of Incorporation or Bylaws, or
the board.
THE COMMITTEE SHALL HAVE THE AUTHORITY:
  • To delegate any of its responsibilities to subcommittees as the committee may deem appropriate in its sole
    discretion.
  • To retain any search firm engaged to assist in identifying director candidates, and to retain outside council
    and any other advisors as the committee may deem appropriate in its sole discretion. The committee shall
    have sole authority to approve related fees and retention terms.
    The committee shall report its actions and recommendations to the board after each committee meeting and
    shall conduct and present to the board an annual performance evaluation of the committee. The committee shall
    review at least annually the adequacy of this charter and recommend any proposed changes to the board for
    approval.
    This charter was effective on the 15th day of May 2003.