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Purpose
The Nominating and Governance Committee ("Committee") shall determine the slate of director nominees for election to the Company's Board of Directors, identify and recommend candidates between annual shareholder meetings, and oversee, review and make periodic recommendations concerning the Company's corporate governance policies.
Structure and Operations
The Committee shall be comprised of not less than two directors, each of whom shall be an "independent director" as required by the rules of The Nasdaq Stock Market, Inc. ("Nasdaq").
Unless a Chairman is elected by the full Board of Directors, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings.
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;
- Review from time to time the appropriate skills and characteristics required of Board members including capability, availability to serve, conflicts of interest, and other relevant guidelines;
- Assist in identifying, interviewing and recruiting candidates for the Board;
- Periodically review the Company's corporate governance policies and recommend to the Board modifications to the policies as appropriate;
- Regularly review and make recommendations about changes to the Charter of the 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; 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 senior management positions.
Meetings
The Committee will meet periodically as necessary to act upon matters within its jurisdiction. A majority of the total number of members of the Committee shall constitute a quorum at all Committee meetings. |
