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Nominating and Governance Committee Charter
A. Purpose
The Nominating and Corporate Governance Committee (the "Committee") is
appointed by the Board of Directors (the "Board") to (1) assist the Board by identifying
individuals qualified to become Board members and to recommend to the Board the director nominees
for the next annual meeting of shareholders; (2) recommend to the Board candidates for membership
on Board committees; (3) recommend to the Board the Corporate Governance Guidelines applicable to
the Company and (4) take a leadership role in shaping the corporate governance of the Company.
B. Committee Membership and Qualifications
The Committee shall consist of no fewer than three persons each of whom
shall be a member of the Board. Except as permitted by applicable rules of The Nasdaq Stock Market,
Inc. (the "Nasdaq"), each member of the Committee shall qualify as an independent director under
criteria established by the applicable listing standards of the Nasdaq and other applicable laws
and regulations.
Committee members shall be elected by the Board at a meeting of the Board;
members shall serve until their successors shall be duly elected and qualified. The Board may, at
any time, remove any member of the Committee and fill the vacancy created by such removal. The
Board shall designate the Committee's chairman. The Committee shall also carry out any other
responsibilities and duties delegated to it by the Board from time to time related to the purposes
of the Committee outlined in Section A of this Charter. The Committee shall have the authority to
delegate any of its responsibilities to subcommittees, as the Committee may deem appropriate in its
sole discretion.
C. Committee Authority and Responsibilities
The following shall be the principal recurring responsibilities of the
Committee. The responsibilities are set forth as a guide with the understanding that the Committee
may supplement them as appropriate, including any changes required by them to carry out its duties,
including those required by changes in the policies of the Nasdaq.
Corporate Governance
- The Committee shall develop and recommend to the Board a set of corporate governance guidelines
for the Company, periodically review and reassess their adequacy and recommend any proposed changes
to the Board for approval.
- The Committee shall periodically review the certificate of incorporation and by-laws of the
Company and recommend to the Board changes thereto in respect of good corporate governance.
- The Committee shall review the Company's compliance with the Nasdaq's corporate governance
listing requirements and make recommendations to the Board, if required.
- The Committee shall establish procedures to exercise oversight of the Board, the other
committees of the Board, and management.
Board Composition and Evaluation; Nominations
- The Committee shall make recommendations to the Board from time to time as to changes that the
Committee believes to be desirable to the size of the Board and of any of its committees.
- The Committee shall identify individuals qualified to become Board members for recommendation
to the Board for each election of directors, except that if the Company is at any time legally
required by contract or otherwise to provide any third party with the ability to nominate a
director, the Committee need not evaluate or propose such nomination. The Committee shall also make
recommendations to the Board concerning the identity of members for its other committees.
- The Committee shall review with the Board on an annual basis the skills and characteristics
that it seeks in new Board members as well as those of the Board as a whole.
- The Committee shall consider any director nominees validly nominated by the stockholders of the
Company.
- The Committee shall have oversight of the evaluation of the Board and management. The Committee
shall lead the annual review of the Board, receive comments from all directors and report annually
to the Board with an assessment of the Board's performance. This report will be discussed with the
Board following the end of each fiscal year.
- The Committee shall have the sole authority to retain and terminate any search firm to be used
to identify director candidates and shall have sole authority to approve the search firm's fees and
other retention terms.
- The Committee will report annually to the Board on succession planning. General
General
- The Committee shall have the authority to retain independent counsel, consultants or other
outside advisors to assist in carrying out its responsibilities, as the Committee in its sole
discretion deems appropriate. The Committee shall have sole authority to approve the terms of such
engagements, including fees, with funds provided by the Company.
- The Committee will report periodically on the Committee's work and findings to the Board.
These reports will contain recommendations for Board actions, when appropriate.
- The Committee shall periodically review and reassess the adequacy of this charter and recommend
any proposed changes to the Board for approval.
- The Committee shall take such other action within the scope of its duties that are in the best
interests of the Company and its stockholders, as the Committee shall deem appropriate.
D. Meetings and Reports
The Committee shall meet as frequently as circumstances dictate, but no
less than twice annually. The Chair of the Committee, or any two members of the Committee, may call
meetings of the Committee. Meetings of the Committee may be held in the same manner as meetings of
the Board may be held.
The Chair shall preside at all sessions of the Committee at which he or
she is present and shall set the agendas for Committee meetings. All members of the Board of
Directors are free to suggest items for inclusion in the agenda for the Committee's meetings. The
agenda and information concerning the business to be conducted at each Committee meeting shall, to
the extent practical, be communicated to the members of the Committee sufficiently in advance of
each meeting to permit meaningful review.
The Committee shall report regularly to the Board (1) following meetings
of the Committee, (2) with respect to such other matters that are within the Committee's
responsibilities and (3) with respect to such recommendations as the Committee may deem
appropriate. The report to the Board may take the form of an oral report by the Chair or any other
member of the Committee designated by the Committee to make such report.
E. Minutes
The Committee shall maintain written minutes of its meetings and
activities, which minutes will be filed with the minutes of the meetings of the Board.
Committee Members
Spencer L. Cullen Jr.
Sam A. Stephens |
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