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 Authorities and Responsibilities
- 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 a 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
The Committee shall have oversight responsibility with respect to management’s development of an orientation program for new directors. The program should include background material, meetings with senior management and visits to company facilities.
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
I. Update of Governance Topics
The Committee will review an annual update of key governance topics and best practices prepared by
the Company’s general counsel or other governance advisors at the Committee’s behest. Following
the annual review, the Committee shall instruct the general counsel of the Company to distribute the
annual update to the entire Board.
[Revised 25 February 2013]