1. Role of the Nomination Committee
The Nomination Committee assists the Board of Directors in fulfilling its oversight responsibility in selecting, reviewing and evaluating qualified individuals to serve as Board members and to serve as Board committee member, and recommend candidates to the Board of Directors as director nominees for election at the Annual Stockholders / Shareholders Meeting.
2. Structure and Operations
(2.1) Composition and Qualifications. The Committee’s composition and qualifications shall meet the requirements of the rules of Securities and Exchange Commission, as well as the applicable regulations of the company’s Manual on Corporate Governance. Accordingly, the Committee shall be comprised of not less than three members of the Board of Directors, one of whom is determined by the Board of Directors to be “independent” under the rules of Securities and Exchange Commission (the “SEC”)
(2.2) Appointment and Removal. The members of the Committee shall be appointed by the Board of Directors, and shall serve at the pleasure of the Board and for such terms as the Board may determine. The members of the Committee may be removed, with or without cause, by the Action of the Board of Directors.
(2.3) Chairman. The Committee shall designate one member of the Committee as its chairperson. The Chairman shall have accounting or related financial management expertise. The Committee Chairman will chair in all regular sessions of the Committee and set the agendas for the Committee meetings.
(2.4) Subcommittees. The Nomination Committee may delegate any of its responsibilities and duties to one or more members of the Compensation or Audit Committee, as they shall deem necessary or appropriate.
(2.5) Availability of Outside Advisors. The Committee may directly engage outside advisors (legal, accounting, and any others as deemed necessary or appropriate in carrying its duties and responsibilities) of its choosing at the Company’s expenses. The Company shall provide funding determined appropriate by the Committee for any such advisors and firms.
(2.6) Attendance at Committee Meetings. The Committee shall meet as often as may be deemed necessary to fulfill its duties and responsibilities. Members are expected to attend meetings in person but in special circumstances by means of video or telephone conference call or other electronic means. Written or electronic minutes of each meeting shall be prepared and filed with the records of the Company and shall be available to any and all Directors for the Company.
(2.7) Meeting Attendees. The Committee may invite any Director, member of the management or any other person to its meetings, as it may deem desirable or appropriate.
3. Duties and Responsibilities
As part of its duties and responsibilities, the Nomination Committee shall:
a) Develop criteria for identifying, selecting and evaluating candidates for the Board, including guidelines for assessing independence. Amongst these criteria are desired board skills and attributes, business and management experience, diverse talents, backgrounds and perspectives, ability to devote the time and effort necessary to fulfill the responsibilities as a board member, familiarity with the business and relevant regulatory requirements.
b) Identify and recruit qualified director candidates for Board; and review the director candidates as may be recommended and nominated validly by the shareholders or directors of the Company.
c) Review annually the contributions and independence of existing directors and recommend director nominee candidates to the Board for election or re-election at the Annual Stockholders Meeting and to fill such Board vacancies as may occur during the year.
d) Conduct a periodic review of the Board’s Committee structure, including evaluation of Board size, composition and activities, practices, committees and committee membership. Review and recommend to the Board concerning qualifications, appointment, removal and replacement of directors and committee members.
e) Evaluate the performance and effectiveness of the Board and its committees.
f) Review and assess the adequacy of the Committee’s charter annually and recommend proposed changes to the Board as appropriate.
4. The committee shall assess its performance and compliance with the Manual on Corporate Governance and other relevant regulatory requirements by accomplishing SEC Annual Corporate Governance Self-Evaluation Report pending the development of the “Self-assessment questionnaire” benchmarking practices against the Nomination Committee Charter/ CCGNC.
5. This Policy is reviewed as deemed necessary.