There shall
be a Committee of the
Board of Directors to
be known as the Governance
and Nominating Committee.
The Committee, including
the Chair thereof, shall
be appointed by the Board
of Directors and shall
comprise at least three
directors, all of whom
are independent of the
management of the Corporation,
are independent as defined
in the Corporate Governance
Policies of the Company
and are free of any relationship
that in the opinion of
the Board of Directors
would interfere with his/her
exercise of independent
judgment as a Committee
Member.
Subject
to the Company’s by-laws
and resolutions of the
Board, meetings of the
Committee may be held
at any place from time
to time as designated
by the Chair of the Committee.
A majority of the members
of the Committee then
in office shall constitute
a quorum for the transaction
of business, and the act
of a majority of those
present at any meeting
at which a quorum is present
shall be the act of the
Committee. Any action
required or permitted
to be taken at any meeting
of the Committee may be
taken without a meeting,
if prior to such action
all members of the Committee
consented thereto in writing
and the writing is filed
with the minutes of proceedings
of the Committee. The
Committee shall keep a
record of its actions
and proceedings, and the
Chair of the Committee
shall make a report thereof
from time to time to the
Board.
The Governance
and Nominating Committee
reviews the role, composition,
and structure of the Board
and its committees. The
Committee has the responsibility
for evaluating and advising
the Board on the Company’s
approach to corporate
governance, including
the adoption of Corporate
Governance Policies subject
to Board approval. It
also reviews and evaluates
Board members in determining
the annual directors’
slate and identifies new
director nominees.
The Committee’s
roles and responsibilities
are to:
Identify, evaluate and
recommend qualified candidates
to serve as Directors
of the Company, consistent
with the selection and
qualification criteria
approved by the Board,
and Directors to serve
on the various Board committees,
including to:
Recommend
selection and qualification
criteria for Board members
for approval by the
Board;
Evaluate
and recommend for Board
approval candidates
for nomination as Directors
and candidates to fill
Board vacancies;
Consider
nominees recommended
by shareholders for
election as Directors
in accordance with the
Company's Bylaws and
applicable laws;
Determine
selection and qualification
criteria for Board committee
members;
Evaluate
and recommend for Board
approval Directors to
serve as Board committee
members, to serve as
chair of Board committees
and to fill Board committee
member vacancies.
Review and make
corporate governance recommendations
to the Board, including
to:
Develop
and recommend Corporate
Governance Policies
for adoption by the
Board;
Make
recommendations regarding
the size and composition
of the Board and the
composition and responsibilities
of Board committees;
Review
and make recommendations
regarding the effectiveness
of the Board, its committees,
individual Directors
and management and any
other matter contemplated
in the Corporate Governance
Policies of the Company.
Review
and make recommendations
to the Board regarding
compensation for service
as a Director, including
incentive and deferred
compensation plans and
awards or grants thereunder.
Oversee
the evaluation of the
Board and management.
Approve
search firms used to
identify Director candidates.
Review
the Committee Charter
annually and recommend
any proposed changes
to the Board for approval.
Conduct
an annual performance
evaluation of the Committee.
