Board and Committee Membership
1. Selection of Director Nominees. Except where the Company is legally required by contract or otherwise to provide third parties with the ability to nominate directors, the Nominating and Corporate Governance Committee shall be
responsible for (i) identifying individuals qualified to become members of the Board of Directors and (ii) recommending to the Board of Directors the persons to be nominated by the Board of Directors for election as directors at the annual meeting of stockholders and the persons to be elected by the Board of Directors to fill any vacancies on the Board of Directors.
2. Criteria for Selecting Directors. The Board of Directors’ criteria for selecting directors are as set forth in the Company’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee shall use such criteria and the principles to guide its director selection process. The Committee shall, from time to time as it deems appropriate, review the requisite skills and criteria for new Board of Directors members as well as the composition of the Board of Directors as a whole.
3. Search Firms. The Nominating and Corporate Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify director nominees, including sole authority to approve the search firm’s fees and other retention terms. The Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of any search firm engaged by the Committee.
4. Selection of Committee Members. After receiving input from the Chairman of the Board, the Nominating and Corporate Governance Committee shall be responsible for recommending to the Board of Directors the directors to be appointed to each committee of the Board of Directors.
Corporate Governance and ESG Oversight
5. Corporate Governance Guidelines. The Nominating and Corporate Governance Committee shall develop and recommend to the Board of Directors a set of Corporate Governance Guidelines applicable to the Company. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of such Corporate Governance Guidelines and recommend any proposed changes to the Board of Directors for approval.
6. ESG Oversight. The Nominating and Corporate Governance Committee shall periodically review and report to the Board of Directors concerning the Company’s corporate responsibility and sustainability efforts, including the impact of environmental and social issues on the Company.
Evaluation of the Board and Management; Succession Planning
7. Evaluation of the Board. The Nominating and Corporate Governance Committee shall be responsible for overseeing an annual self-evaluation of the Board of Directors to determine whether the Board of Directors and its committees are functioning effectively. The Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and discuss the evaluation with the Board of Directors.
Related Person Transactions
8. Related Person Transactions. The Nominating and Corporate Governance Committee shall review and approve related person transactions that are brought to it for its consideration.