MISSION
The mission of the governance and nominating committee shall be to:
develop and implement policies and procedures that are intended to
ensure that the board of directors will be appropriately constituted
and organized to meet its fiduciary obligations to the Company and
its shareholders;
MISSION (cont.)
identify individuals qualified to become members of the board of directors
and recommend that the board of directors select the director nominees
for the next annual meeting of shareholders; and
develop and recommend to the board of directors a set of corporate
governance principles applicable to the Company.
COMPOSITION
The governance and nominating committee shall be composed of all directors who are independent directors as determined under the rules of the principal exchange on which the Company’s equity securities are traded [NASDAQ § 5605(e)(1)]. Under the foregoing referenced NASDAQ requirement, nominees must be selected by either a majority of the independent directors or a nominating committee comprised solely of independent directors, so if the chief executive officer is a member of this committee (which is permitted), the committee’s nominees must be submitted to the whole board for approval by a majority of the independent directors in a vote in which only independent directors participate.
The board of directors of the Company shall determine annually the qualification of directors to serve on the governance and nominating committee under the foregoing criteria, and may review and redetermine the qualifications of any director at any time.
RESPONSIBILITIES
The governance and nominating committee shall carry out the identified responsibilities in each of the following areas:
Governance
The governance and nominating committee shall:
develop, review, evaluate, and recommend changes to the Company’s
corporate governance guidelines;
periodically review the Company’s policies and programs implementing
the Company’s corporate governance guidelines and recommend
to the board of directors modifications to the policies as appropriate;
periodically evaluate and report to the board of directors on the
performance of the directors in fulfilling their responsibilities
in the best interests of the Company;
monitor compliance with the Company’s corporate governance guidelines
and implementation of policies and procedures;
identify and bring to the attention of the board of directors current
and emerging corporate governance trends, issues, and best practices
that may affect the operations, performance, and public image of the
Company;
regularly review and recommend changes to the charter of this governance
and nominating committee;
review and approve or ratify all related-party transactions or relationships
involving a director or executive officer subject to Section 16 of
the Securities Exchange Act, except for employment, compensation,
or similar arrangements between the Company and such directors and
executive officers;
review policies related to corporate and social issues important to
the Company in order to make appropriate recommendations on specific
issues, including those raised by shareholders;
after consultation with the respective chairs of other committees,
regularly review and recommend changes to the charters of other committees;
implement effective programs: (a) to prevent and detect violations
of law; (b) to conduct reasonable and diligent internal investigations
of possible offenses; and (c) when warranted, to report offenses to
appropriate governmental authorities; fully, timely, and thoroughly
cooperate in related investigations; and clearly demonstrate recognition
and affirmative acceptance or responsibility for the Company’s
conduct; and
create subcommittees as appropriate to review specific areas of concern
or interest and to report to the full governance and nominating committee
respecting such further action, if any, as may be warranted.
Nomination
The governance and nominating committee shall:
submit to the board of directors nominations of qualified incumbent
directors and others for election to the board of directors, including
nominees of shareholders;
anticipate vacancies due to retirement or board expansion;
when extraordinary circumstances warrant, recommend removal of a director;
establish procedures and criteria for considering nominees recommended
by shareholders (such procedures are required disclosure in the Company’s
proxy or information statement for the annual shareholders’
meeting); and
develop criteria for board membership.
The governance and nominating committee shall have the authority to:
retain and terminate outside counsel, consultants, or other advisors
as it deems appropriate, including sole authority to approve the financial
and other terms of engagement of such advisors, and to preserve and
protect as privileged all communication between the governance and
nominating committee or the Company with such counsel;
delegate to one or more executive officers the authority to grant
equity incentives to individuals who are not executive officers;
delegate authority to a subcommittee of one or more designated members
to perform specific duties or functions within specific parameters
on behalf of the governance and nominating committee; and
have full access to the Company’s executives and personnel records
as are necessary to carry out its responsibilities.
MEETINGS
The governance and nominating committee will meet periodically as necessary to act upon any matter within its jurisdiction. A majority of the total number of members of the governance and nominating committee shall constitute a quorum at all governance and nominating committee meetings. All meetings shall be held subject to and in accordance with Section 3.13 (including notice, quorum, and vote/actions of the committee) and other applicable sections of the Company’s bylaws.
The governance and nominating committee will report on its actions and activities at the next regularly scheduled meeting of the board of directors. Governance and nominating committee members will be provided with copies of all governance and nominating committee minutes and unanimous written consents.
The governance and nominating committee shall meet periodically as needed in executive session without Company management present.
REVISED
May 15, 2009
