ANWORTH MORTGAGE ASSET
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
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:
- Identify individuals qualified to become Board
- Recommend director nominees to the Board for
election at the annual meeting of stockholders;
- Develop and recommend to the Board a set of
corporate governance principles applicable to the Company; and
- Oversee and administer the Company’s Corporate
Code of Conduct.
The Committee has
authority to take appropriate actions necessary to discharge its
responsibilities. Such authority includes but is not limited to the power to:
- Retain outside counsel, accountants, outside
advisors, consultants, or others to assist in the conduct of an
investigation or as it determines appropriate to advise or assist in the
performance of its functions.
- Seek any information it requires from employees
or external parties. Employees and external parties will be directed to
cooperate and comply with the committee’s requests.
- Meet with company officers, external auditors,
or outside counsel, as necessary.
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
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.
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.
Among its specific
responsibilities, the Committee shall:
- Establish criteria and qualifications for Board
membership, including standards for assessing independence. These criteria
and qualifications shall include, among other things:
- The highest ethical standards
- A willingness to act on and
be accountable for Board decisions;
- An ability to provide wise,
informed, and thoughtful counsel to top management on a range of issues;
- A history of achievement that
reflects high standards for the director candidate and others;
- Loyalty and commitment to
driving the success of the Company;
- The independence requirements
imposed by the Securities and Exchange Commission and the New York Stock
Exchange, as such may be promulgated from time to time; and
- A background that provides a
portfolio of experience and knowledge commensurate with the Company’s
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.
- Identify and consider candidates, including
those recommended by stockholders and others, to fill positions on the
Board, and assess the contributions and independence of incumbent
directors in determining whether to recommend them for reelection to the
- Recommend to the Board candidates for election
or reelection at each annual meeting of stockholders.
- Annually review the Company’s corporate
governance processes, and its governance principles, including such issues
as the Board’s organization, membership terms, and the structure and
frequency of Board meetings, and recommend appropriate changes to the Board.
- Administer the Company's Corporate Code of
Conduct and annually review and assess the adequacy of the Corporate Code
of Conduct and recommend any proposed changes to the Board. Specifically,
the Committee shall discuss with management their compliance with the
Corporate Code of Conduct, including any insider and affiliated party
transactions, and the Company's procedures to monitor compliance
throughout the Company with the Corporate Code of Conduct.
- Review periodically with the Chairman/CEO and
the Board, the succession plans relating to positions held by senior
executives, and make recommendations to the Board regarding the selections
of individuals to fill these positions.
- Oversee the orientation of new directors and
continuing education of directors.
- Monitor the functions of the Board and its
committees, as set forth in their respective charters, and coordinate and
oversee annual evaluations of the Board’s performance and procedures,
including an evaluation of individual directors, and of the Board’s
- Assess annually the Committee’s and individual
member’s performance of the duties specified in this Charter.