Governance & Nominating Committee Charter

I. PURPOSE

The primary function of the Governance and Nominating Committee ("Committee") is, generally, to assist the Board of Directors ("Board") in fulfilling its oversight responsibilities in connection with the Board and Board Committee nomination matters, and corporate governance practices. The Committee has been organized and empowered by the full Board in order to:

  • Serve as an independent and objective component of the Board, to ensure Board stewardship of its responsibilities to shareholders and all other constituencies consistent with best practices;
  • Monitor, review and appraise regularly the corporate governance systems of checks and balances;
  • Ensure continuous leadership of the corporation through the Board membership nominating process and associated procedures; and
  • Assist the Chairman of the Board of Directors in recommending necessary Board and Committee policies on the conduct of Board business in conformity with prevailing governance principles.

II. COMPOSITION

The Committee shall be comprised of two or more independent directors as determined by the Board.

The members of the Committee are to be elected by the Board at the annual organizational meeting of the Board and shall serve until their successors shall be duty elected and qualified. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

III. MEETINGS

The Committee shall meet at least two (2) times annually. The Committee shall meet yearly to nominate the slate of Directors for approval by the full Board and subsequently submission to the stockholders in connection with the Annual Meeting of Stockholders of the corporation. The Committee shall meet at such additional times as determined necessary or advisable by a majority of the Committee.

IV. RESPONSIBILITIES AND DUTIES

The Committee shall have the following powers and duties:

  1. Recommend Board composition and size.
  2. Define and recommend necessary criteria for Board membership.
  3. Review stockholder nomination for candidacy to the Board, if any, and make recommendations to the Board accordingly.
  4. Recommend selection processes and procedures for identifying, recruiting, attracting and retaining Board members, and implementation of such processes approved by the Board.
  5. Nominate the slate of Board Directors candidates for approval by the full Board and subsequently, by the stockholders in connection with the Annual Meeting of Stockholders, in compliance with corporate organizational documents and applicable law.
  6. Recommend members of the Board for roles on standing Board committees.
  7. Annually review and report to the Board on the effectiveness of corporate governance procedures and the Board as a governing body.
  8. Monitor compliance by the Board with all standards of independence deemed necessary or advisable by the Committee.
  9. Evolve overall corporate governance procedures and practices of the corporation for continuous improvement purposes.
  10. Conduct an annual Board performance evaluation by the Committee.
  11. Obtain advice and seek assistance from internal and external legal and other advisors as appropriate and necessary in order to achieve the purpose, responsibilities and duties of the Committee.