NOMINATING AND GOVERNANCE COMMITTEE CHARTER

Purpose

The Nominating and Governance Committee is appointed by the Board to:

  1. assist the Board by identifying individuals qualified to become directors consistent with criteria approved by the Board, and to recommend to the Board the director nominees for the next annual meeting of shareholders, at a special meeting of shareholders, or to fill a vacancy on the Board;
  2. develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company;
  3. oversee the evaluation of the Board and Management;
  4. recommend to the Board director nominees for each committee; and
  5. recommend to the Board the size of the Board and its committee structure.

Committee Membership

The Nominating and Governance Committee shall consist of no fewer than three members. The members of the Nominating and Governance Committee shall meet the independence requirements of any applicable laws, rules and regulations.

The members of the Nominating and Governance Committee shall be appointed and replaced by the Board.

Committee Duties and Responsibilities

  1. The Nominating and Governance Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Nominating and Governance Committee shall also have authority to obtain advice and assistance from internal and external legal, accounting or other advisors at Company expense.
  2. The Nominating and Governance Committee shall actively seek individuals qualified to become Board members for recommendation to the Board. The Committee will not consider suggestions from the Company’s shareholders.
  3. The Nominating and Governance Committee shall periodically review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
  4. The Nominating and Governance Committee may form and delegate authority to subcommittees when appropriate.
  5. The Nominating and Governance Committee shall make regular reports to the Board.
  6. The Nominating and Governance Committee shall annually review its own performance.

Criteria for Selecting New Directors

In considering potential candidates for the Board, including with respect to incumbent directors, the Nominating and Governance Committee shall consider the following factors:

a.                  The potential candidate’s integrity and business ethics;

b.      The potential candidate’s strength of character, judgment and experience, consistent with the needs of the Company;

c.      The potential candidate’s specific areas of expertise and leadership roles;

d.      The potential candidate’s ability to bring diversity to the Board, including whether the potential candidate brings complementary skills and viewpoints; and

e.      The ability of the individual to allocate the time necessary to carry out the tasks of Board membership at the Company including membership on appropriate committees.