Membership and Organization
The members of the Governance Committee shall be comprised of not
less than two and not more than five directors. The Committee members
shall meet the independence and other requirements established by law,
the rules and regulations of the Securities and Exchange Commission, and
the American Stock Exchange listing standards. The members of the
Governance Committee shall be appointed by the Board of Directors. The
Committee shall make regular reports to the Board of Directors and shall
review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board.
Authority and Responsibilities
The Governance Committee shall have the following duties and
authority:
(1) Review and recommend to the Board of
Directors with regard to policies for the composition of the Board,
including but not limited to considerations such as:
(a) the size of the Board;
(b) the qualifications for new or continuing membership on the Board
of Directors; and
(c) the proportion of the Board to be comprised of non-management
directors.
(2) Review any director nominee candidates recommended by any
director or executive officer of the Company, or by any shareholder
if made in accordance with the the Company’s Certificate of
Incorporation, By-Laws and applicable law;
(3) Identify, interview and evaluate director nominee
candidates and have sole authority to (a) retain and terminate any
search firm to be used to assist the Committee in identifying
director candidates and (b) approve the search firm's fees and other
retention terms;
(4) Recommend to the Board the slate of director nominees to
be presented by the Board for election at the Annual Meeting of
Stockholders, the director nominees to fill vacancies on the Board,
and the members of each Board Committee. The Committee shall
consider a nominee’s experience, employment, background,
independence and other relevant factors, and no one factor shall be
determinative. The Committee will seek to create a Board that is as
a whole strong in its collective knowledge and diversity of skills
and experiences. When the Committee reviews a potential new
candidate, the Committee will look specifically at the candidiate’s
qualifications in light of the needs of the Board at that time. The
Committee will evaluate shareholder candidates in the same manner as
candidates from all other sources. In evaluating candidates
recommended by shareholders, the Company will consider the
relationship of the submitting shareholder to the Company and the
relationship of the nominee to the shareholder and to the Company.
(5) Lead the annual review of Board of Director performance
and effectiveness and make recommendations to the Board as
appropriate;
(6) Review and recommend corporate governance policies and
principles for the Company, including those relating to the
structure and operations of the Board of Directors and its
Committees;
(7) Take such other actions and perform such services as may
be referred to it from time to time by the Board of Directors.
Meetings
The Committee shall meet at least annually and more frequently as
necessary or appropriate. Special meetings of the Committee may be
called on two hours notice by the Committee Chairman. A majority of the
Committee shall constitute a quorum, and the Committee shall act only on
the affirmative vote of a majority of the members present at the
meeting. The Committee shall maintain minutes of all meetings
documenting its activities and recommendations to the Board.
Outside Advisors
The Committee may, as it deems necessary or appropriate and at the
Corporation's expense, obtain advice and assistance from internal or
external legal or other advisors.
Charter Recommendation
Annually review and assess the adequacy of the Committee Charter and
make recommendations to the Board of Directors relating to the
Committee's Charter and the Committee's core meeting agenda for the
upcoming year.
Performance Review
The Committee shall perform an annual review of the performance of the
Committee.
Investors
