The Corporate Governance Committee, under powers delegated to it by the Board of Directors, shall have the responsibility for the functioning of the Board and its Committees. The Governance Committee’s primary duties and responsibilities are to:
- Recommend nominees to the Board and the appointment of Directors to Committees of the Board
- Oversee and review the processes for providing information to the Board
- Develop and recommend to the Board a set of Corporate Governance Principles applicable to the Corporation
- Oversee an annual evaluation of Board and Board Committee performance
The Governance Committee will fulfill these responsibilities primarily by carrying out the activities enumerated in Section IV of this Charter.
The Governance Committee shall be comprised of three or more Directors as determined by the Board, each of whom shall be independent directors as defined under any applicable rules of the Nasdaq Stock Market (or other market system in which the Company’s shares are traded) and the Sarbanes-Oxley Act of 2002 (the “Act”) and the rules promulgated under the Act.
The members of the Governance Committee shall be nominated by the Board at the annual organizational meeting of the Board and serve until their successors shall be duly elected and qualified. The Chairperson(s) are elected to provide important continuity to the role.
Unless a Chairperson is elected by the full Board, the members of the Governance Committee may designate a Chairperson by majority vote of the full Governance Committee membership.
The Governance Committee will meet periodically, but not less than once annually. The Governance Committee will report to the Board of Directors immediately following the meetings of the Committee.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Governance Committee shall:
1. Review and assess, at least annually, the adequacy of this Charter. Make recommendations to the Board, as appropriate, to update this Charter.
Board and Committee Nominees
2. Review and recommend candidates for membership to the Board of Directors
- Establish procedures for the retirement or replacement of Board members
- Establish a process and criteria for Board membership
- Review candidate’s qualifications and any potential conflicts with the Corporation’s interests
- In evaluating director nominees, including candidates submitted by shareholders, the Governance Committee will consider the candidate’s experience, qualifications, attributes, and skills. The Governance Committee will also consider the candidate’s integrity, ability to make independent analytical inquiries, understanding of our business environment and willingness to devote adequate time to board duties. The Governance Committee will also consider whether a candidate meets the definition of “independent director” under Nasdaq rules.
- Assess the contributions and qualifications of current Directors in connection with their re-nomination to the Board of Directors
- This will be facilitated by the development of a process for evaluating individual Board members, their skills, expertise, contribution and effectiveness in working with other Board members and management
- Develop the process and qualifications profile that a shareholder may use to nominate a Director at Annual Meetings
- Review and recommend candidates for membership on Committees of the Board
- Establish a process and criteria for Committee membership and each Committee’s chairperson
- Develop a process by which stockholder suggestions for Board nominees are considered
3. Periodically review the content, quality and timeliness of information furnished by management to Directors for Board meetings and at other such times as Director input or approval is appropriate
- Also, periodically review the structure, content and dynamics of Board meetings, for overall effectiveness in meeting fiduciary responsibilities
4. Develop and recommend to the Board a set of Corporate Governance Principles, applicable to the Corporation
- These Principles should be communicated to the Corporation’s stockholders and should be readily available to prospective investors and other interested parties
Board and Committee Evaluation
5. Develop the process and criteria for and oversee an annual evaluation of Board and Board Committee performance
Orientation of New Directors and Board Continuing Education
6. Sponsor appropriate continuing Board seminars in legal and financial issues to insure a complete and “real time” understanding of relevant issues in these fields
7. Develop a comprehensive process to orient a new Director to the Corporation, its long-term strategy and Corporate Governance approach.