Corporate Governance : Authority, Duties & Responsibilities
The Committee will have the authority, to the extent it deems necessary or appropriate, to retain and terminate any search firm to be used to identify director candidates and will have the sole authority to approve the search firm's fees and other retention items. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting, or other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other advisors employed by the Committee.
The Committee shall develop criteria to identify and evaluate prospective candidates for the Board. The Committee shall look for candidates who, as a group, meet the Company's strategic needs; possess the highest personal values, judgment and integrity; have an understanding of the regulatory and policy environment in which the Company does its business; and have substantial experience which is of particular relevance to the Company.
The Committee shall oversee the evaluation of the Board and senior management.
The Committee shall develop polices on the size and composition of the Board. The Committee shall recommend to the Board all nominees for Board membership. The Committee shall recommend to the Board the appointment of Board members to committees of the Board.
The Committee shall develop and monitor implementation of the corporate governance principles, and shall review the guidelines periodically, as it deems necessary, and recommend appropriate changes.
The Committee shall formulate, administer, and oversee compliance with the Company's Code of Business Conduct and Ethics.
The Committee shall review this charter periodically for adequacy and recommend to the Board any necessary changes.
Unless otherwise determined by the Committee, the Committee shall consider stockholder recommendations regarding possible candidates for director, provided: (i) such recommendations are provided to the Committee in writing at least 120 days prior to the date of the next scheduled annual meeting; (ii) the nominating stockholder meets the eligibility requirements to submit a valid stockholder proposal under Rule 14a-8 of the Securities Exchange Act of 1934; and (iii) the stockholder describes the qualifications, attributes, skills, or other qualities of the recommended director candidate.
