1. PURPOSESThe primary purposes of the committee are to (a) recommend to the board of directors the individuals qualified to serve on the company's board of directors for election by stockholders at each annual meeting of stockholders and to fill vacancies on the board of directors, (b) implement the board of directors' criteria for selecting new directors, (c) develop, recommend to the board of directors, and assess corporate governance policies for the company, and (d) oversee the evaluation of the board of directors.
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2. COMPOSITION
At Least Two Members. The committee is comprised of at least two directors. The board of directors will designate a committee member as the chairperson of the committee, or if the board of directors does not do so, the committee members will appoint a committee member as chairperson by a majority vote of the authorized number of committee members.
Independence. All committee members must be independent as determined by the board of directors in accordance with the Nasdaq listing standards in effect from time to time (the "listing standards").
Appointment. Subject to the requirements of the listing standards, the board of directors may appoint and remove committee members in accordance with the company's bylaws. Committee members will serve for such terms as may be fixed by the board of directors, and in any case at the will of the board of directors whether or not a specific term is fixed.
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3. COMMITTEE FUNCTIONS
The committee will undertake the following actions:
Qualifications of Directors. Periodically assess, develop and communicate with the full board of directors concerning the appropriate criteria for nominating and appointing directors, including the board's size and composition; corporate governance policies; applicable listing standards and laws; individual director performance, expertise, experience and willingness to serve actively; number of other public and private company boards on which a director candidate serves; consideration of director nominees timely proposed by stockholders in accordance with the bylaws; and other appropriate factors.
Director Nominees and Vacancies. Recommend to the board of directors the individuals to be nominated for election as directors at each annual meeting of stockholders and to fill vacancies on the board of directors, subject to legal rights, if any, of third parties to nominate or appoint directors.
Committee Appointments. If and when requested periodically by the board of directors, identify and recommend to the board of directors the appointees to be selected by the board of directors for service on the committees of the board of directors.
Retention of Search Firm. Have authority to retain and terminate any search firm used to identify director candidates and to approve the search firm's fees and other retention terms.
Governance Policies. Develop, assess and make recommendations to the board of directors concerning appropriate corporate governance policies.
Board Evaluation. Oversee an annual review of the performance of the full board of directors.
Other Functions. Perform any other activities consistent with this charter, the bylaws and applicable listing standards and laws as the committee or the board of directors considers appropriate.
Annual Performance Review. Evaluate its own performance as a committee and this charter on an annual basis.
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4. MEETINGS, REPORTS AND RESOURCES OF THE COMMITTEE
Meetings. The committee will meet at least annually and as often as necessary to carry out its responsibilities. The committee may also hold special meetings or act by unanimous written consent as the committee may decide. The committee may meet in separate executive sessions with other directors, the chief executive officer and other company employees, agents or representatives invited by the committee.
Procedures. The committee may establish its own procedures, including the formation and delegation of authority to subcommittees, in a manner not inconsistent with this charter, the bylaws or the listing standards. The chairperson or majority of the committee members may call meetings of the committee. A majority of the authorized number of committee members constitutes a quorum for the transaction of committee business, and the vote of a majority of the committee members present at a meeting at which a quorum is present will be the act of the committee, unless in either case a greater number is required by this charter, the bylaws or the listing standards. The committee will keep written minutes of its meetings and deliver copies of the minutes to the corporate secretary for inclusion in the corporate records.
Reports. The committee will report its director nominees for the annual meeting of stockholders to the board of directors at an appropriate time prior to preparation of the company's proxy statement for the annual meeting. The committee will also report to the board of directors annually the results of (1) an oversight review of the performance of the board of directors, (2) the committee's assessment of the company's corporate governance policies and implementation, and (3) an annual review by the committee of its own performance. The committee will also report to the board of directors on the major items covered by the committee at each committee meeting, and provide additional reports to the board of directors as the committee may determine to be appropriate.
Committee Access and Resources. The committee is at all times authorized to have direct, independent and confidential access to the company's other directors, management and personnel to carry out the committee's purposes. The committee is authorized to retain at the company's expense independent counsel or other advisers selected by the committee for matters related to the committee's purposes.
Reliance on Others. Nothing in this charter is intended to preclude or impair the protection provided in Section 141(e) of the Delaware General Corporation Law for good faith reliance by members of the committee on reports or other information provided by others.
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