Nominating and Corporate Governance Committee Charter
PURPOSES
The purpose of the Nominating and Corporate Governance Committee of the Board of Directors shall be to:
- Determine the slate of director nominees qualified for election to the Company's Board of Directors;
- Recommend to the Board of Directors the individuals to fill vacancies occurring between annual meetings of shareholders;
- Develop and recommend corporate governance principles to the Board of Directors that are applicable to the Company; and
- Where required by law, and to the extent it otherwise finds appropriate, perform the specific duties and responsibilities listed below, and such other duties as the Board of Directors may from time to time pre-scribe.
MEMBERSHIP
The Nominating and Corporate Governance Committee members will be appointed by, and will serve at the discretion of, the Board of Directors and will consist of at least two members of the Board of Directors, each of whom will meet the independence requirements of NASDAQ and applicable federal law. The Nominating and Corporate Governance Committee shall review periodically, and upon the occurrence of any significant change, the qualifications and independence of its members, and shall report the result of this review to the full Board of Directors.
RESPONSIBILITIES
The responsibilities of the Nominating and Corporate Governance Committee will include the following, to the extent that the Nominating and Corporate Governance Committee finds proper, or as required by law:
- Making recommendations to the Board of Directors regarding the appropriate size, composition and needs of the Board, taking into account that the Board as a whole shall have competency in the following areas: (i) business judgment, (ii) industry knowledge, (iii) accounting and finance, (iv) leadership, (v) corporate governance, (vi) business strategy, (vii) management and (viii) crisis management;
- Determining the criteria for Board membership, including desired skills and attributes, conducting searches for prospective directors based on the criteria and evaluating and recommending candidates for election to the Board by the shareholders or to fill vacancies;
- Exercising its sole authority to retain and terminate any search firm to be used to identify director candidates, and approving the search firm's fees and other retention terms;
- Adopting procedures for shareholders to submit director candidate recommendations to the Company;
- Reviewing candidates recommended by shareholders based on the Nominating and Corporate Governance Committee's determined criteria;
- Evaluating and making recommendations to the Board of Directors regarding the appointment of directors to Board committees and the selection of Board committee chairs;
- Developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company, and reviewing those principles on an annual basis;
- Considering and recommending to the Board of Directors procedures for assessing the effectiveness of the Company's corporate governance, including evaluation of the Board of Directors' and management's corporate governance processes and performance; and
- Performing such other duties as may be requested or delegated by the Board of Directors.
The Nominating and Corporate Governance Committee will meet as often as it determines appropriate. The Nominating and Corporate Governance Committee may establish its own schedule and shall periodically report its activities to the Board of Directors.
