ANWORTH MORTGAGE ASSET CORPORATION

 

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

The Board of Directors (the "Board") of Anworth Mortgage Asset Corporation (the "Company") has established a standing committee to be known as the Nominating and Governance Committee (the "Committee").

Purpose

The purpose of the Committee is to oversee the Company's director nomination and corporate governance functions, including primary responsibility for identifying and nominating candidates for election to the Board of Directors of the Company. In particular, the Committee is appointed by the Board to:

Authority

The Committee has authority to take appropriate actions necessary to discharge its responsibilities. Such authority includes but is not limited to the power to:

Composition

The Committee shall be composed of such number of directors as may be appointed by the Board, but shall have at least three members, each of whom shall meet the independence requirements of the proposed New York Stock Exchange rules and the rules of the Securities and Exchange Commission, as determined by the Board. Such members shall be outside directors who are independent of Company management and in a better position to provide the independent point of view crucial to this Committee's effectiveness.

The Board shall appoint the members of the Committee to serve until their successors have been duly designated and one member so appointed shall be designated by the Board as the chair of the Committee.

Meetings

The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, either in person or telephonically, and at such times and places as the Committee shall determine, such meetings to be called by the chair or at least two other members of the Committee. The Committee shall make regular reports to the Board with respect to its activities.

The Committee may adopt rules for its meetings and activities. In the absence of any such rules, Committee actions shall be governed by the Company's bylaws and applicable law. In all cases, a quorum of the Committee shall be a majority of the persons then serving as members of the Committee. Minutes shall be regularly kept of the Committee's proceedings, by a person appointed by the Committee to do so.

Responsibilities

Among its specific responsibilities, the Committee shall:

In the event that the Committee determines such action to be necessary, it has the authority, at its sole discretion, to retain and terminate a search firm for the purpose of identifying and recruiting director candidates. The Committee shall have the sole authority to approve the search firm’s fees and other retention terms.