Argonaut Group, Inc.
Nominating Committee Charter
The Nominating Committee of the Argonaut Group, Inc. Board of Directors (the “Committee”) is responsible for identifying, screening, recruiting, and recommending to the Board of Directors (the “Board”) director candidates both (i) to fill new or vacant positions on the Board on an interim basis as they become available; and (ii) to be nominated at the annual meeting of shareholders.
The Committee will consist of at least three members of the Board of Directors and shall be appointed by the Board on the basis of recommendations by the Committee. Committee members may be replaced in accordance with the Company's By-laws.
Each committee member shall qualify as an independent director under the listing standards of the NASDAQ and other applicable rules and regulations.
Meetings and Procedures
* The Committee shall meet at least once a year and at such additional times as may be necessary to carry out its responsibilities. Committee members can attend meetings in person or via tele- or video-conference.
* The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter.
* A majority of the members of the Committee shall constitute a quorum.
* The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.
The Committee has authority to retain or terminate a third party to assist in identifying and evaluating potential nominees at the Company's expense.
The Committee will carry out the following responsibilities:
* Recommend director candidates as required to provide an appropriate balance of knowledge, experience and capability on the Board using the following guidelines:
* The Committee will determine what types of backgrounds are needed to strengthen and balance the Board and will nominate candidates to fill vacancies accordingly.
* The Committee will review candidates including those recommended by the Chief Executive Officer, other members of the Board, and recommendations made by stockholders according to the Shareholder Recommendation Procedure described below. The Committee shall consider, where appropriate, the independence of each candidate.
* The Committee will take into several factors including, but not limited to:
* Integrity, honesty and accountability;
* Successful leadership experience and strong business acumen;
* Forward-looking, strategic focus;
* Independence and absence of conflicts of interests; and
* Ability to devote necessary time to meet director responsibilities.
* The Committee will ultimately recommend nominees that it believes will enhance the Board's ability to manage and direct, in an effective manner, the affairs and business of the Company.
* Recommend to the Board those directors to be selected for membership on the various Board committees. Consideration will be given to:
* The qualifications for membership on each committee, particularly the Audit Committee which has a specific requirement for a Financial Expert;
* The extent to which there should be a policy of periodic rotation of directors among the committees; and
* Any limitations on the number of consecutive years a director should serve on any one Board committee.
* Recommend to the Board that individual directors be designated as chairs of the various committees.
Shareholder Recommendation Procedure
A shareholder may recommend a director using the following procedure:
A notice should be sent to:
Byron L. LeFlore, Jr., Secretary
Argonaut Group, Inc.
10101 Reunion Place, Suite 500
San Antonio , Texas 78216
The notice must include:
* The name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated;
* A representation that the nominating stockholder is a stockholder of record of the company's stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;
* A description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder;
* Such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board; and
* The consent of each nominee to serve as a director of the Company if so elected.
The presiding officer of the annual meeting of stockholders may refuse to acknowledge the nomination of a director by a shareholder not made in compliance with the foregoing procedure.