Nominating and Governance Committee Charter
As amended by the Board of Directors on February 21,
The Nominating and Governance Committee (the “Committee”) is
established pursuant to the Bylaws of Piper Jaffray Companies (the
“Company”). The purpose of the Committee is to identify and
recommend individuals qualified to become members of the Board of
Directors and to recommend to the Board sound corporate governance
principles and practices for the Company.
The Committee shall consist of three or more members of the Board
appointed from time to time by the Board. All of the members of the
Committee shall be non-employee directors who meet the independence
requirements of the New York Stock Exchange (“NYSE”) and any other
standards of independence as may be prescribed for purposes of any
federal securities laws relating to the Committee’s duties and
responsibilities. The Committee Chairperson shall be appointed by
the Board. The Committee may appoint a Secretary, who need not be a
director. Committee members are subject to removal at any time by a
majority of the Board. Any resulting vacancy may be filled by the
The Committee shall meet as often as it determines, but not less
frequently than four times per year. The Committee may request any
officer or employee of the Company or external legal, accounting or
other advisors to attend a meeting of the Committee or to meet with
any members of, or consultants to, the Committee.
IV. RESOURCES AND AUTHORITY
The Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority to use
internal personnel and to obtain advice and assistance from internal
or external legal, accounting or other advisors and the funding for
compensating any such external advisors. In addition, the Committee
shall have sole authority to retain and terminate any search firms
used to identify director candidates, and to approve the fees and
other retention terms related to the appointment of such firms.
The Committee may delegate its authority to subcommittees
established from time to time by the Committee, which subcommittees
shall consist of one or more members of the Committee and shall
report to the Committee.
V. DUTIES AND RESPONSIBILITIES
The Committee shall:
1. Periodically review the Board’s standards for determining
outside director independence consistent with requirements of the
NYSE and other applicable requirements and recommend to the Board
changes in these standards, as appropriate.
2. Identify and evaluate potential candidates for nomination as
directors, in such manner as the Committee deems appropriate and in
accordance with director selection criteria established by the
Committee and/or the Board, and including candidates properly and
timely proposed by shareholders of the Company if sufficient
documentation is submitted to permit a determination by the Board
whether such candidate meets the director selection criteria set
forth in the Company’s Bylaws, Corporate Governance Principles and
any other published Company policy on director nominations, and the
candidate in fact meets the minimum director selection criteria.
3. Review and respond to director nominations properly submitted
by the Company’s shareholders and that meet the director selection
criteria set forth in the Company’s Bylaws, Corporate Governance
Principles and any other published Company policy on director
4. Recommend to the Board the number of directors to be elected
and a slate of nominees for election as directors at the Company’s
annual shareholders meeting and one or more nominees for each
vacancy on the Board that occurs between annual shareholders
meetings, and designate the appropriate class of the Board for all
5. Regularly review the qualifications and independence of the
members of the Board and its committees and recommend to the Board
changes in the composition of the Board and its committees, as
6. Oversee the Company’s director orientation and continuing
7. Periodically review and, as appropriate, recommend to the
Board revisions to the Board’s committee structure and
8. Regularly review and assess the adequacy of the Company’s
corporate governance principles and, as appropriate, recommend to
the Board revisions to such principles.
9. Regularly evaluate the process by which the Compensation
Committee annually evaluates the performance of the executive
officers and recommend changes to the Board, as appropriate.
10. Regularly evaluate the Company’s succession planning process
with respect to the Company’s executive officers and recommend
changes to the Board, as appropriate.
11. Jointly with the Compensation Committee, oversee succession
planning for the Company’s executive officers.
12. Establish and regularly evaluate the process by which the
Board and its committees evaluate their performance.
13. Oversee administration of the Company’s code(s) of ethics and
business conduct for employees, officers, agents and directors, and,
as appropriate, consider and approve any amendments to, or waivers
granted to the Company’s executive officers or directors under,
provisions of the code(s).
14. Annually review and reassess the adequacy of this Charter and
recommend to the Board any proposed changes to this Charter.
15. Annually review and evaluate the Committee’s own
16. Report regularly to the Board on the Committee’s