Nominating and Governance Function.
- The purpose of the Nominating
and Governance function of the Committee is to ensure that the Board of
Directors is appropriately constituted to meet its fiduciary obligations
to the stockholders and the Company. To accomplish this purpose, the
Committee develops and implements policies and processes regarding corporate
governance matters, assesses Board membership needs and makes
recommendations regarding potential director candidates to the Board of
Goals and Responsibilities
Committee shall have the power and authority of the Board to pursue the following
goals and to fulfill the following responsibilities:
- Evaluate the current
composition, organization and governance of the Board of Directors and its
Committees, determine future requirements and make recommendations to the
Board for approval.
- Determine desired board skills
and attributes and conduct searches for prospective board members whose
skills and attributes reflect those desired. Evaluate and propose nominees
for election to the Board of Directors.
- Administer the board and
management performance evaluation process including conducting surveys of
director observations, suggestions and preferences.
- Evaluate and make
recommendations to the Board of Directors concerning the appointment of
Directors to Board Committees, the selection of Board Committee Chairs,
and proposal of the Board slate for election. Consider stockholder
nominees for election to the Board.
- Evaluate and recommend
termination of membership of individual directors in accordance with the
Board’s corporate governance principles, for cause or for other
- Coordinate and approve Board and
Committee meeting schedules.
Evaluate and consider matters relating to the qualifications, retirement
and compensation of Directors.
- Sole authority to retain and
terminate any search firm to be used to identify director candidates,
including approval of the search firm’s fees and other retention terms.
plans for managerial succession of the Company.
The primary purpose of the Compensation function of the Committee
is: (i) to assist the Board of Directors in
discharging its responsibilities in respect of compensation of the Company’s
executive officers; and (ii) to produce an annual report for inclusion in the
Company’s proxy statement on executive compensation, in accordance with
applicable rules and regulations.
B. Duties and Responsibilities
The Committee shall have the power and authority of the Board to
perform the following duties and to fulfill the following responsibilities:
- Develop guidelines and review
the compensation and performance of officers of the Company, review and
approve corporate goals and objectives relevant to the compensation of the
Chief Executive Officer, evaluate the Chief Executive Officer’s performance
in light of these goals and objectives, set the Chief Executive Officer’s
compensation based on this evaluation, and produce an annual report on
executive compensation for inclusion in the Company’s proxy statement, in
accordance with applicable rules and regulations.
- Make recommendations to the
Board with respect to incentive-compensation plans and equity-based plans,
and establish criteria for the granting of options to the Company’s
officers and other employees and review and approve the granting of
options in accordance with such criteria.
- Review major organizational and
- Review director compensation
levels and practices, and recommend, from time to
time, changes in such compensation levels and practices to the Board with
equity ownership in the Company encouraged.
- If a compensation consultant
shall assist in evaluation of director or executive officer compensation,
sole authority to retain and terminate the consulting firm, including
approval of the firm’s fees and other retention terms.
- Perform any other activities
consistent with this Charter, the Company’s Bylaws and governing law as
the Committee or the Board deems appropriate.
The Committee shall consist of three or more directors, each of
whom shall satisfy the applicable independence requirements of The New York
Stock Exchange and any other regulatory requirements.
The Board shall elect Committee members. Members shall serve until
their successors shall be duly elected and qualified. The Committee’s
chairperson shall be designated by the full Board or, if it does not do so, the
Committee members shall elect a chairperson by vote of the full Committee.
Committee may form and delegate authority to subcommittees when appropriate.
Structure and Meetings.
The chairperson 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 Chairperson will ensure that the agenda for
each meeting is circulated in advance of the meeting.
V. Performance Evaluation.
The Committee shall conduct an annual performance evaluation and
shall annually review and reassess the adequacy of this Charter and recommend
any proposed changes to the Board for approval.
VI. Committee Resources.
The Committee shall have the authority to obtain advice and seek
assistance from internal and external legal, accounting and other advisors. The
Committee shall determine the extent of funding necessary for the payment of
compensation to any consultant retained to advise the Committee.
VII.Disclosure of Charter.
This Charter will be made available on the Company’s website at