The Nominating and Corporate Governance Committee (the “Committee”) shall be appointed by the Board of Directors (the “Board”) of TALX Corporation (the “Company”) to:
Identify individuals qualified to become directors and recommend to the Board the candidates for all directorships to be filled by the Board or by the shareholders;
Recommend to the Board candidates for membership on Board committees;
Advise the Board with respect to corporate governance matters;
Develop and recommend to the Board guidelines for effective corporate governance; and
Lead the Board and its Committees in the annual review of Board and Committee performance.
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The Committee’s membership is determined by the Board and shall consist of at least three (3) Board members, each of whom meet the criteria for independence as set forth in the listing rules of NASDAQ and any other applicable regulations (the “Independence Standards”). The Board shall appoint the Chair of the Committee. The Chair will preside at all sessions of the Committee at which he or she is present and will set the agendas for Committee meetings.
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The Committee will meet as often as may be deemed necessary to fulfill its responsibilities, but in no event, less than annually. The Chair of the Committee, or any two members of the Committee, may call meetings of the Committee. Meetings will be conducted in accordance with applicable provisions of the Missouri Business Corporation Act. The Committee will keep written minutes of its meetings, which minutes will be maintained with the books and records of the Company. The Committee will provide the Board regular reports of its activities.
The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee will consist of fewer than two (2) members. The Committee will not delegate to a subcommittee any power or authority required by any law, regulation or listing standards to be exercised by the Committee as a whole.
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The Committee shall perform the following functions related to the purposes of the Committee outlined in Section I of the Charter. The Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of the Charter.
A. Board Selection, Composition and Evaluation
1. Establish criteria for the selection of new directors to serve on the Board.
2. Identify individuals believed to be qualified as candidates to serve on the Board, conduct all necessary and appropriate inquiries into the backgrounds and qualifications of such candidates and recommend that the Board select the candidates for all directorships to be filled by the Board or by the shareholders from such identified individuals.
3. Review and make recommendations to the Board as to whether members of the Board should stand for re-election. As part of such review, the Committee will review each non-employee director against the Independence Standards on an annual basis and recommend to the Board whether to make an independence determination with respect to each such director.
4. Recommend for Board approval individuals to fill vacancies on the Board.
5. Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds. Consider matters relating to the Company’s director retirement policy and succession plan.
6. Make recommendations to the Board regarding requirements and procedures for director orientation and training and oversee the implementation of such procedures.
B. Directors’ Compensation
1. Periodically review the compensation of members of the Board. In fulfilling this responsibility, the Committee may request that management report to the committee on the status of the Board’s compensation in relation to the Company’s peers and other similarly situated companies. Recommend changes to the Company’s director compensation policy to the Board for consideration as appropriate.
C. Committee Selection, Composition and Evaluation
1. Establish, monitor and recommend the purpose, structure and operations of the various committees of the Board, the qualifications and criteria for membership on each committee of the Board and, as circumstances dictate or the Committee otherwise deems appropriate, make any recommendations regarding periodic rotation of directors among the committees.
2. Recommend members of the Board to serve on the committees of the Board, giving consideration to the criteria for service on each committee as set forth in the charter for each such committee, and, where appropriate, make recommendations regarding the removal of any member of any committee.
3. Recommend members of the Board to serve as the Chair of the committees of the Board.
4. Evaluate whether the necessary and appropriate committees exist to support the work of the Board and make recommendations to the Board for the creation of additional committees or the elimination of Board committees as appropriate.
5. Periodically review the charter of each committee of the Board and propose modifications to the applicable Committee for consideration as appropriate.
D. Corporate Governance
1. Periodically review the Company’s Articles of Incorporation and Bylaws and recommend to the Board and changes thereto.
2. To develop and recommend to the Board for its approval a set of Corporate Governance Guidelines (“Guidelines”), oversee compliance with the Guidelines, monitor developments in corporate governance, review the Guidelines periodically and propose modifications to the Guidelines to the Board for consideration as appropriate.
3. The Company has adopted a Code of Business Ethics (“Code”) pursuant to applicable law. The Committee will periodically review the Code and propose modifications of the Code to the Board for consideration as appropriate.
4. Evaluate any waivers of the Code requested by directors, officers or senior financial officers and recommend to the Board appropriate action with respect thereto.
E. Access to Employees and Outside Advisers
1. The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including access to Company employees and officers.
2. The Committee has the authority to retain counsel, consultants or other outside advisers, with respect to any issue without consulting or obtaining the approval of any officer of the Company in advance.
3. The Committee shall have sole authority to retain and terminate any search firm to be used to assist in identifying Board candidates, including the sole authority to approve the search firm’s fee and other retention terms.
F. Annual Evaluations
1. Lead the Board and its Committees in an annual self-evaluation process to determine whether the Board and its committees are functioning effectively. Receive comments from the Board members and summarize and report annually to the Board an assessment of the Board’s performance. The assessment should focus on the Board’s contribution to the Company and emphasize those areas in which the Board believes a better contribution could be made. The Committee will establish the criteria to be used in such evaluations.
2. Assess, on an annual basis, the skills and characteristics of the Board and the composition of the Board as a whole. This assessment should include an analysis of the Board’s core competencies, including understanding of the financial industry, financial expertise, integrity, wisdom, judgment, commitment to excellence, business experience and acumen, skills, diverse perspectives and availability. As a result of this assessment, the Committee will determine whether the effectiveness of the Board could be enhanced by a change in its membership and the addition of new directors with other skills and experience.
3. Review each non-employee director against the Independence Standards on an annual basis and recommend to the Board whether to make an independence determination with respect to each such director. Establish and periodically review the Company’s director independence guidelines pursuant to which director independence is disclosed in the Company’s proxy statement.
4. Perform an annual review and evaluation of the Committee’s performance, including a review of the Committee’s compliance with this Charter. The Committee shall conduct such evaluation and review in such manner as it deems appropriate and report the results of the evaluation to the entire Board.