The Nominating and Corporate Governance Committee reviews the qualifications of proposed nominees for director to serve on the Board and recommends nominees to the Board.
The CEO, members of the Nominating and Corporate Governance Committee, and other members of the Board are the primary sources for the identification of prospective nominees. The Nominating and Corporate Governance Committee is also authorized to retain search firms or other consultants for this purpose. The Nominating and Corporate Governance Committee may consider proposed nominees that are identified by stockholders as described under Section III above.
While the Nominating and Corporate Governance Committee has no formal process for identifying and evaluating proposed nominees, the members of the Nominating and Corporate Governance Committee generally will review the resumé of a proposed nominee and consult the proposed nominee’s personal references. The Nominating and Corporate Governance Committee may also personally interview (and suggest that other members of the Board interview) the proposed nominee, if the Committee considers the proposed nominee sufficiently suitable.
In identifying candidates for membership on the Board, each of the Nominating and Corporate Governance Committee and the Board shall take into account all factors it considers appropriate, which may include (a) Board qualifications of creating a Board composed of diverse 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, and (x) 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, 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 (the “SEC”)), technical expertise, familiarity with the Company’s business, industry, and competition, 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 Nominating and Corporate Governance Committee and Board also may consider the extent to which the candidate would fill a present need on the Board.
Each director will disclose any potential or perceived conflict of interest they may have to the Chair of the Nominating and Corporate Governance Committee as well as on any issue considered by the Board or the Committee on which they serve. If a director has a conflict of interest, he or she will not vote on the related matter and will not attempt to influence other directors on their votes on the matter.
Invitations to director nominees for a position on the Board will be extended by the Chair of the Nominating and Governance Committee after discussion with the Chairman, CEO, and agreement by the Board.