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Corporate Governance

Board Members Officers Fair Disclosure Policy Safe Harbor Statement Corporate Governance Guidelines Audit Committee Charter Related Party Transaction Policies and Procedures Compensation Committee Charter Nominating and Governance Committee Charter Code of Ethics Stock Ownership and Stock Retention Policy

Nominating and Governance Committee Charter

Statement of Purpose

The Nominating and Governance Committee ("Committee") shall recommend the slate of director nominees for election to the Company's Board of Directors, identify and recommend candidates between annual shareholder meetings, oversee, review and make periodic recommendations concerning the Company's corporate governance policies, periodically review Board of Director performance, periodically review and recommend to the Board the nature, number, membership and composition of membership of the Board and the various committees of the Board.

Structure and Operations

The Committee shall be comprised of not less than two directors, each of whom shall be an "independent director" as defined and required by the standards and rules of The Securities and Exchange Commission and The Nasdaq Stock Market, Inc. ("Nasdaq"). The Committee members shall be elected by the Board at each annual meeting of directors and the Board shall designate the Chairman, or if it does not do so, the Committee shall select its own Chairman by majority vote.

Authority

The Committee will have the resources and authority to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate.

Responsibilities and Duties

In carrying out the purposes set forth above, the Committee shall:

  • Identify and review candidates for the Board and recommend to the full Board candidates for election to the Board, and to fill any vacancies on the Board based on an assessment of qualifications to include skills and characteristics required of Board members including capability, availability to serve, conflicts of interest, maturity of judgment, career specialization or special knowledge or skills, and other relevant guidelines. The Committee is committed to actively seeking out qualified women and individuals from ethnic minority groups to include in the pool from which Board nominees are chosen;
  • Perform the duties and responsibilities imposed on the Committee under the Majority Voting Policy adopted by the Board and as amended from time to time, to include considering and recommending acceptance or rejection of the mandatory tender of resignation of any director who fails to obtain a majority vote of shareholders at the annual meeting of shareholders;
  • Annually review and confirm the continued professional and occupational job, position or status of all directors and make any appropriate recommendations to the Board in the event of any material changes;
  • Periodically review the Company's corporate governance documents, protocols and policies, Articles of Incorporation, and Bylaws and recommend to the Board any additions or modifications to the documents, protocols or policies as appropriate and review any proposed amendments to the Articles of Incorporation and Bylaws and recommend appropriate action to the Board;
  • Periodically review the Company's stockholder protection policies and recommend to the Board any additions or modifications to the documents, protocols, or policies as appropriate.
  • Assist the Board in determining whether individual directors have material relationships with the Company that may interfere with their independence and review and recommend to the Board for approval or rejection any proposed related party transaction as defined from time to time by the applicable securities laws;
  • Annually review common stock ownership guidelines for officers, directors, and senior officers and interpret and implement the guideline in such manner as the Committee deems appropriate;
  • Review and make recommendations to the Board any shareholder proposals and proposed responses to such proposal and periodically review procedures for receipt of communications from shareholders and recommend to the Board actions to be taken in response to such communications;
  • Monitor developments, trends, and best practices in corporate governance and review any publicly provided corporate governance reports, ratings, comments and suggestions from shareholder service organizations as may be published and circulated to investors from time to time on the Company's corporate governance profile and take such actions or recommend such actions with respect to such as it deems appropriate;
  • Annually review and make recommendations to the Board about changes to the Charter of the Committee;
  • Confirm through the Corporate Secretary or General Counsel that each standing committee of the Board has a charter in effect and that such charter is reviewed annually by its committee;
  • Perform other activities consistent with this Charter, the Company's Bylaws and governing law as the Committee or the Board deems necessary or appropriate;
  • Prepare, keep and maintain minutes of the Committee by the Corporate Secretary and report to the Board on the major items covered at each Committee meeting;
  • Oversee the evaluation of the performance of the Board and, in that regard, conduct periodic Board member evaluations and make recommendations to the Board regarding educational programs for Board members;
  • Review and make recommendations to the Chairman of the Board and the Board regarding succession planning for the CEO and senior management positions;
  • Annually review the number, nature and need for various Board committees, and recommend to the Board the composition and membership of the various committees of the Board.

Meetings

The Committee will meet periodically as necessary or desirable to act upon matters within its jurisdiction but not less than two times per year. The Chairman, through the office of the Corporate Secretary, shall schedule the meetings, and set and circulate the agenda. A majority of the total number of members of the Committee shall constitute a quorum at all Committee meetings and a vote of the majority shall be deemed the action of the Committee.