Corporate
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Audit & Risk Committee
Nominating & Corporate Governance Committee
Nominating and Corporate Governance Committee Charter
I. Purpose of the Committee
The Committee's primary purpose is to:
• Develop and recommend to the Board corporate governance policies and guidelines for the Corporation and for identifying and nominating director and committee member candidates; and
• Nominate directors for election to the Board and appointment to committee membership.
II. Responsibilities of the Committee
Charter Review
• Review and reassess the adequacy of this charter annually and recommend to the Board any proposed changes to this charter; and
• Post such corporate governance policies charter and amendments to the Corporation's website.
A. Corporate Governance Policies
• Recommend to the Board policies to enhance the Board's effectiveness, including the size and composition of the Board, the frequency and structure of Board meetings, the frequency, structure and guidelines for calling executive sessions of Independent Directors, procedures for Board Meetings including distribution of meeting materials, and the formation of new Board committees.
• Create and review at least annually, the corporate governance policies of the Corporation, including Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Document Retention and Destruction Policy, to ensure that they are appropriate for the Corporation and comply with applicable laws, regulations and listing standards, and to recommend any desirable changes to the Board.
• Establish and review at least annually an enforcement mechanism for the Corporation's Code of Business Conduct and Ethics;
• Consider any other corporate governance issues that arise from time to time, including requests for waivers from the Corporation's Code of Business Conduct and Ethics or Corporate Governance Guidelines, and develop appropriate recommendations for the Board.
• Review at least annually the Corporation's succession plans for its CEO and other executive officers and make recommendation to the Board regarding the same.
• Review and advise the Board from time to time with respect to the functions of the Corporation's executive officers and the governance structure of the Corporation.
• Investigate and assess the backgrounds and skills required of Board members and those of potential candidates for Board membership.
• Nominate candidates to be presented to the Shareholders for election or to the Board for appointment to fill vacancies accordingly, considering the independence and other qualifications of each candidate and seeking an appropriately diversified Board.
• Establish training and orientation programs for all new Board members.
• Maintain an active file of suitable candidates for consideration as nominees to the Board.
• Recommend to the Board standards for determining director independence and other qualifications consistent with the requirements applicable to Nasdaq and other legal or regulatory requirements and review and assess these standards on a periodic ongoing basis.
• Make recommendations to the Board for membership on the various Board committees (considering the qualifications for membership on each committee and the extent to which there should be a policy of periodic rotation of directors among the committees).
• Recommend to the Board such changes to the Board’s committee structure and committee functions as it deems advisable.
• Recommend committee members for chairs of such Board committees.
• Establish training and orientation programs for all new committee members.
• Recommend director and committee member compensation for those to the full Board of Directors.
E. Evaluation of the Board, Committees and Executive Officers
• Review on at least an annual basis the Board’s performance as a whole, each committees’ performance as a whole and each individual director’s performances.
• Establish continuing education programs for all Board and committee members.
• Review on at least an annual basis the performance of the Corporation's CEO and other executive officers.
• Form and delegate authority to subcommittees when appropriate.
• Retain or terminate any experts or consultants as deemed necessary for the Committee to fulfill its charter, with fees for such services to be borne by the Corporation.
• Report to the Board on the Committee’s activities at each Board meeting.
• Annually review the performance of the Committee.
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