I. Organization and Functioning
There shall be a committee of the Board of Directors to be known as the Governance and Nominating Committee (the "Committee"). The Committee shall be comprised of at least three Directors who shall be appointed initially by the Board and thereafter by the Board after considering the recommendation of the Committee. The Committee shall only include directors who satisfy the NASDAQ Stock Market LLC Rules for director independence. The Board shall designate one member of the Committee as its Chairperson. Members of the Committee shall serve until their resignation, retirement, removal by the Board or until their successors are appointed.
The Committee shall meet at least twice each year and hold such other meetings from time to time as may be called by its Chairperson or any two members of the Committee. A majority of the members of the Committee shall constitute a quorum of the Committee. A majority of the members in attendance shall decide any question brought before any meeting of the Committee.
The Committee shall keep minutes of its proceedings that shall be signed by the person whom the Chairperson designates to act as secretary of the meeting. The minutes of a meeting shall be approved by the Committee at its next meeting, shall be available for review by the entire Board, and shall be filed as permanent records with the Secretary of the company.
At each meeting of the Board following a meeting of the Committee, the Chairperson of the Committee shall report to the full Board on the matters considered at the last meeting of the Committee.
II. Statement of Purpose
The purpose of the Committee is to ensure that the Board and its Committees are appropriately constituted so that the Board and Directors may effectively meet their fiduciary obligations to shareholders and the company.
III. Specific Duties and Responsibilities
A. Recommend Nominees for Election as Directors.
The Committee shall recommend to the Board the Director nominees for the next annual
meeting of shareholders and persons to fill vacancies in the Board that occur between
meetings of shareholders. In carrying out this responsibility, the Committee shall:
1. In consultation with the Board, determine the desired skills and attributes for Board
members and conduct searches for prospective Board members whose skills and
attributes reflect those desired;
2. Consider nominees submitted by shareholders; and
3. Prior to recommending a nominee for election, determine that the election of the nominee
as a Director would meet the company's Governance Guidelines.
B. Recommend for Election at the Organizational Meeting of the Board of Directors a Chairman of
the Board, Officers and, where appropriate, an Independent Director to serve as the Presiding
Director.
For the Board’s consideration at its Organizational Meeting, the Committee shall
recommend for election a Chairman of the Board and a slate of executive and non-executive
officers. In the event that the Chairman of the Board is not an independent director under the
NASDAQ Stock Market LLC Rules for director independence, the Committee will recommend
to the Board of Directors an independent director to be elected and assume the role of
Presiding Director.
C. Committees of the Board of Directors and Committee Membership.
The Committee shall recommend annually to the Board the establishment of committees of
the Board of Directors, chairpersons for those committees and membership qualifications for
committee members in compliance with any regulatory requirements. The Committee shall
also recommend directors to serve as committee members.
The Committee shall consider the desired qualifications for membership on each Committee,
the availability of the Director to meet the time commitment required for membership on the
particular committee.
D. Directors and Committee Member Compensation; Directors and Officers Insurance.
The Committee shall review annually Director compensation and at its discretion, may adjust
Director compensation. The Committee may also review periodically compensation data
provided by the compensation consultant, retained with respect to compensation of the
Directors, in relation to a peer group of U.S. manufacturing companies. The Committee shall
review and approve annually the company’s Directors and Officers Insurance coverage.
E. Review and Evaluate the Governance Guidelines.
The Committee shall annually review the Governance Guidelines for the purposes of:
1. Determining whether the Guidelines are being effectively adhered to and implemented;
2. Ensuring that the Guidelines are appropriate for the company and comply with applicable
laws, regulations and listing standards; and
3. Recommending any appropriate changes in the Guidelines to the Board.
In addition, the Committee shall consider any other corporate governance issues that may
arise, from time to time, and develop appropriate recommendations for the Board's
consideration and approval.
F. Director Orientation and Continuing Education
The Committee shall be responsible for the development of an orientation program for new
directors. The program should include background material, meetings with senior
management and visits to company facilities.
The Committee shall annually report to the Board on continuing education of directors with
respect to the Company's business and financial statements, corporate governance, and other
appropriate subjects.
G. Engagement of Advisors and Search Firms The Committee shall have authority to obtain
advice and seek assistance from internal or external legal, accounting, compensation or other
advisors. The Committee shall also have the sole authority, if it deems it appropriate, to retain
and terminate any search firm to be used to identify director candidates and shall have sole
authority to approve search firm’s fees and other retention terms.
H. Board of Directors and Committee Self-Assessments
Pursuant to Section 10 of the company's Governance Guidelines, the Committee shall
develop, administer and oversee an annual performance review of the Board and its members
and conduct annually an assessment of the Committee's performance with respect to the
requirements of this Charter. In conjunction therewith, the Committee shall review and assess
the adequacy of this Charter and adopt revisions as necessary to fulfill the Committee’s
Statement of Purpose
[Revised 10 December 2008]