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Governance Committee Charter

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Duties and Responsibilities of the Governance Committee of the Board of Directors:


  • The Governance Committee is responsible for the Company’s governance structure and procedures, and for assuring that such structure and procedures comply with applicable requirements of law and the rules of The NASDAQ Stock Market, Inc. (“NASDAQ”), as well as with accepted high standards for protecting the interests of the Company’s shareholders.
  • The Governance Committee shall be composed solely of members who are "independent" under the rules of The NASDAQ Stock Market, Inc., as from time to time in effect and applicable to the Company, except that  the Committee may include not more than one director who in the past qualified as “independent” under such rules, but no longer so qualifies as a result of interim service as an officer of the Company, under circumstances such that he or she could again so qualify immediately upon ceasing such interim service. 
  • The Governance Committee (or in the event one of its members is not “independent” under the rules of The NASDAQ Stock Market, Inc., those members of the Committee who are “independent” under such rules, sitting as a Nominating Subcommittee) shall review and evaluate potential nominations for election as a member of the Board of Directors, whether presented by shareholders or other members of the Board, or developed by the Committee (or Subcommittee). The Committee (or Subcommittee) shall report its recommendations for such nominations and elections to the Board. The Committee (or Subcommittee) shall perform such function with respect both to proposed elections of Board members by the Board itself, and to proposed nominations by the Board for election by the Shareholders. 
  • The Governance Committee shall from time to time as it shall see fit consider and present to the Board recommendations concerning the size and composition of the Board, the experience and other qualifications to be sought in members of the Board, and the compensation of non-employee members of the Board. 
  • The Governance Committee shall be responsible for reviewing the Company's practices and policies with respect to the allocation and exercise of corporate authority by and among the Board and its Committees and senior corporate officers, and for presenting to the Board such recommendations with respect to such practices and policies as it shall from time to time believe to be appropriate.
  • The Governance Committee shall be responsible: for reviewing, at least annually, the Board’s oversight of the Company’s practices and policies with respect to the identification, evaluation and management of material risks to which the Company is exposed in the course of its business operations, including but not limited to risks related to business strategy, financial matters, technology, contract performance, the supply chain, regulatory and legal matters, the environment, and employee health and safety, including appropriate insurance protection; and for making recommendations to the Board as to the allocation of risk-related responsibilities among Board Committees and members.
  • The Governance Committee shall recommend to the Board a process for evaluation by the Board of its performance and effectiveness, and the performance and effectiveness of its Committees, and shall supervise the implementation of such evaluation process.
  • The Governance Committee shall, on an annual basis, review the applicable NASDAQ governance standards, and confirm and/or provide for the Company’s compliance with such standards.
  • In discharging this responsibility, the Governance Committee shall consider, among other matters, applicable requirements of the Securities and Exchange Commission and NASDAQ, recommendations of shareholders or their representative organizations, and practices of other respected publicly owned corporations, and shall have the authority in its discretion to obtain professional assistance through the retention of independent advisors.
  • The Governance Committee shall review this Charter on at least an annual basis, and shall make recommendations to the Board of any changes it determines to be appropriate.

Revised: February 17, 2010