Corporate Governance : Composition & Meetings
The Committee will be composed of no fewer than three members, each of whom shall satisfy the definition of “independent director ” under the listing standards of The Nasdaq Stock Market. The Committee members will be appointed by the Board and shall serve until their successors are appointed and qualified. Committee members may be replaced by the Board. If a Committee Chair is not designated or present, the members of the Committee may designate a Chair by a majority vote of the Committee membership.
The Committee shall meet as often as its members deem necessary to perform the Committee ’s responsibilities. The Committee may request any officer or employee of the Company, its outside counsel, or independent auditor to attend a meeting of the Committee or to meet with any member of, or consultants to, the Committee. The Committee shall make regular reports to the Board on its activities.
The Committee shall have the authority to form and delegate any of its responsibilities to a subcommittee or subcommittees.
