The following functions shall be the recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional or substitute functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee shall have the following specific powers and duties:
1. To identify qualified candidates to serve on the Board consistent with criteria approved by the Board and select, or recommend that the Board selects, director nominees for the next annual meeting of stockholders and recommend candidates to fill vacancies on the Board. In identifying candidates for membership on the Board, the Committee and the Board shall take into account all factors it considers appropriate to assure a strong Board, which may include (a) Board qualifications of creating a Board composed of individuals with various and relevant career experience, who are (i) respected within the industry and the Company’s markets; (ii) proven leaders in the communities in which the Company does business; (iii) experienced managers; (iv) visionaries for the future of the Company’s business; (v) willing to act on and be accountable for Board decisions; (vi) able to provide wise, informed, and thoughtful counsel to top management on a range of issues; (vii) loyal; (viii) able to effectively handle crises and minimize risk; (ix) dedicated to sound corporate governance; (x) diverse in geographic origin, gender, ethnic background, and professional experience; and (xi) collegial, and (b) individual qualifications of strength of character; maturity of judgment; independence of thought; an ability to take tough positions while at the same time working as a team player; effective communication skills; accounting and finance knowledge (including expertise that could qualify at least one director as an “audit committee financial expert” as that term is defined by the rules of the Securities and Exchange Commission and “financial literacy” as that term is used in the NYSE listing requirements); technical expertise; expertise in safety, health and/or environmental matters relevant to the Company’s business; familiarity with the Company’s business, industry, and competition; knowledge of international markets; experience in mergers and acquisitions, investment analysis of business opportunities and formulating corporate strategy; general business acumen; critical thinking; local or community ties; consideration of any actual or potential conflicts of interest posed by the proposed nominee’s election as a director; and the proposed nominee’s time available to devote to Board and committee activities and to enhance his or her knowledge of the Company’s business. The Committee also may consider the length of an existing director’s service on the Board and the extent to which the candidate would fill a present need on the Board;
2. Assess the contributions and independence of incumbent directors in determining whether members of the Board should stand for re-election and make recommendations to the Board;
3. To develop and recommend to the Board guidelines and criteria to determine the qualifications of directors and committee members, to evaluate prospective candidates for nomination to the Board based on those guidelines, including individuals recommended by stockholders, and review and make recommendations to the full Board regarding procedures for the submission of recommendations by stockholders as it deems appropriate, subject to any contractual nomination rights of any stockholders;
4. To consider questions of independence and possible conflicts of interest that may affect directors’ service on the Board or Board committees and potential director nominees;
5. To consider and make recommendations to the Board concerning the size and composition of the Board, including the appropriate mix of management and non-management directors;
6. To recommend members of the Board to serve as members and Chairpersons of the Board’s committees and subcommittees, giving consideration to any service criteria set forth in the charter of each committee and other factors the Committee deems relevant;
7. To review and recommend committees and committee purpose, structure and operations, including assignment rotation schedules, periodic review of committee charters and performance and authority to delegate;
8. To review director self-evaluation comments regarding performance of the Board and each committee and report findings to the Board;
9. To oversee the evaluation of the effectiveness and performance of the Board, its committees and the Company’s management;
10. To review the qualifications of and recommend to the Board candidates for election as executive officers of the Company;
11. To review the adequacy of the Company’s certificate of incorporation and bylaws and recommend to the Board amendments that are advisable in the view of the Committee for consideration by the stockholders;
12. To develop and recommend corporate governance practices and policies of the Company and monitor compliance in areas of corporate governance and annually review the Company’s corporate governance processes, including issues such as the Board’s organization, membership criteria, structure, frequency of meetings, and to recommend, if deemed appropriate, changes to the Board;
13. To identify and bring to the attention of the Board current and emerging corporate governance trends and issues that may affect the business operations, performance or public image of the Company;
14. To oversee and review the Company’s processes for providing information to the Board and to assess the channels through which the Board receives information, and the quality and timeliness of the information received;
15. To oversee and approve the management continuity planning process including, without limitation, reviewing and evaluating the succession plans relating to the Chief Executive Officer and other executive officer positions;
16. To maintain minutes or other records of meetings and activities of the Committee and to report to the Board following meetings of or actions taken by the Committee;
17. To conduct or authorize investigations into any matters within the Committee’s purpose and powers;
18. To review executive officer and director indemnification and insurance matters;
19. To review and reassess the powers of the Committee and the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval;
20. To conduct an annual performance review and evaluation of the Committee;
21. To perform an annual review of material governance-related risks, and advise the Audit Committee of the Board, as deemed necessary or appropriate, of financial risk-related matters relating to such matters and report to the Board; and
22. To consider such other matters as the Committee or the Board may, in its discretion, determine to be advisable.
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