Engaging the Board: Corporate Governance and Information Assistance

Board Charter
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The members of the Corporate Governance and Compensation Committee shall be elected by the Board of Directors at the annual organizational meeting of the Board of Directors or until their successors are duly elected and qualified. The Board of Directors may remove a member of the Corporate Governance and Compensation Committee at any time in its sole discretion by resolution of the Board of Directors.

Governance & Board Services

Unless a Chairman is elected by the Board of Directors, the members of the Corporate Governance and Compensation Committee may designate a Chairman by majority vote of the full membership of the Corporate Governance and Compensation Committee. The Corporate Governance and Compensation Committee shall meet at least twice per annum or more frequently as circumstances require.

The Corporate Governance and Compensation Committee may ask members of management or others to attend meetings or to provide information as necessary. The Corporate Governance and Compensation Committee may retain the services of outside compensation specialists to the extent required.

INVESTOR RELATIONS CONTACT

Quorum for the transaction of business at any meeting of the Corporate Governance and Compensation Committee shall be the presence in person or by telephone or other communication equipment of a majority of the number of members of the Corporate Governance and Compensation Committee or such greater number as the Corporate Governance and Compensation Committee shall by resolution determine.

If within one hour of the time appointed for a meeting of the Corporate Governance and Compensation Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, the quorum for the adjourned meeting shall consist of the members then present.

If and whenever a vacancy shall exist, the remaining members of the Corporate Governance and Compensation Committee may exercise all of its powers and responsibilities so long as a quorum remains in office.

Committee Membership and Qualifications

A notice of a meeting of the Corporate Governance and Compensation Committee may be given verbally, in writing or by telephone, fax or other means of communication, and need not specify the purpose of the meeting. The Corporate Governance and Compensation Committee shall keep minutes of its meetings which shall be submitted to the Board of Directors.

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The Corporate Governance and Compensation Committee may, from time to time, appoint any person who need not be a member, to act as secretary at any meeting. All decisions of the Corporate Governance and Compensation Committee will require the vote of a majority of its members present at a meeting at which a quorum is present. Actions of the Corporate Governance and Compensation Committee may be taken by an instrument or instruments in writing signed by all of the members of the Corporate Governance and Compensation Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Corporate Governance and Compensation Committee called for such purpose.

Such instruments in writing may be signed in counterparts each of which shall be deemed to be an original and all originals together shall be deemed to be one and the same instrument.

The Corporate Governance and Compensation Committee has the authority to engage and compensate any outside advisors that it determines to be necessary to permit it to carry out its duties. In this regard, the Committee shall review and evaluate the succession plan relating to the Chief Executive Officer and make recommendations to the Board of Directors with respect thereto.

The Committee shall have the authority to delegate any of its responsibilities to a subcommittee of the Committee. The Committee shall have the power and authority to conduct or authorize studies and investigations into any matter of interest or concern within the scope of its responsibilities that the Committee deems appropriate, and shall have the sole authority to retain independent counsel, consultants or other experts to assist in the conduct of any such study or investigation, including the authority to approve fees payable to such experts and any other terms of retention.

The Committee shall review and evaluate, at least annually, the performance of the Committee, including reviewing the compliance of the Committee with this Charter.

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In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate. It looks like your browser does not have JavaScript enabled.

Information Assurance & Corporate Governance: What Every Director Must The report should be of interest to boards and senior management in corporations. Read or Download Engaging the Board: Corporate Governance and Information Assistance PDF. Similar business management & leadership.

Please turn on JavaScript and try again. Identifying individuals qualified to become directors and recommending to the Board of Directors candidates for all directorships to be filled by the Board of Directors or by the stockholders of the Company, consistent with the criteria established by the Committee and approved by the Board of Directors;. Identifying and recommending directors qualified to serve on the committees established by the Board of Directors;. Developing and recommending to the Board of Directors a set of corporate governance guidelines applicable to the Company, including matters of i board organization, membership and function, ii committee structure and membership and iii succession planning for the Chief Executive Officer of the Company;.

In fulfilling its responsibilities as outlined above, the Committee shall consult from time to time, as appropriate, with the Chairman of the Board of Directors. The Committee shall oversee and maintain a comprehensive orientation process for all new directors. The primary function of the Corporate Governance and Compensation Committee is to assist the Board of Directors in fulfilling its legal and fiduciary obligations and responsibilities. The Chairperson of the Committee shall be appointed by the Board of Directors in consultation with the Chairman of the Board of Directors. Corporate Governance Responsibilities Ensure that there is an appropriate number of Independent Directors.

Appointment and Removal of Committee Members The members of the Committee shall be appointed by the Board of Directors annually or as necessary to fill vacancies. Meetings The Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Committee shall establish criteria for selection of potential directors, taking into account all factors it considers appropriate, which may include, among other factors, strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoints and industry knowledge.

The Committee shall identify individuals believed to be qualified as candidates to serve on the Board of Directors and recommend to the Board of Directors candidates for all directorships to be filled by the Board of Directors or by the stockholders at an annual or special meeting.

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In identifying candidates for membership on the Board of Directors, the Committee shall take into account the criteria for selection established by the Committee and the extent to which the candidate would fill a present need on the Board of Directors. In fulfilling its responsibilities as outlined above, the Committee shall consult from time to time, as appropriate, with the Chairman of the Board of Directors.

The Committee shall review the qualifications and independence of existing Board of Directors members on an annual basis.

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