The Committee shall have such powers and functions as may be assigned to it by the Board of Directors from time to time; however, such functions shall, at a minimum, include the following:
To establish the criteria for Board membership, which may include one or more of the following:
Experience in the management or leadership of a substantial private business enterprise, educational, religious or not-for-profit organization, or such other professional experience as the Committee shall determine shall qualify an individual for Board service.
In establishing these criteria, the Committee shall make every effort to ensure that the Board and its committees include at least a majority of independent directors, as that term is defined by the Directors Independence Policy.
- To consider, recommend and recruit candidates for election to the Board at each annual meeting of stockholders; to review candidates recommended by shareholders, to monitor the process set forth in Article 2.13 of the bylaws by which such shareholder candidates or proposals will be considered by the Committee and publish these procedures in the Company’s annual meeting proxy statement; to conduct the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates;
- To establish criteria for Advisory Council membership and to act upon management recommendations for Advisory Council appointments;
- To monitor and recommend the functions and review the performance of the Board, and the various Committees of the Board, including the Committee, periodically;
- To monitor and evaluate the performance of the Advisory Council and its functions, periodically;
- To recommend the appointment and removal of members and chairs of the committees of the Board of Directors;
- To advise on changes in Board and Advisory Council compensation;
- To make recommendations on the structure of Board meetings and to oversee the Company’s processes for providing information to the Board;
- To consider matters of corporate governance and to review and publish, periodically, to the extent required or considered desirable, the Company’s Corporate Governance Principles and Code of Conduct and Code of Ethics for Senior Financial Officers (as required by rules adopted by Securities and Exchange Commission);
- To review, periodically, any plans adopted by the Company that might impact the rights of shareholders or the election of directors; and recommend director retirement policies;
The Committee also has the authority to retain and terminate any compensation consultant or consulting firm to assist in the evaluation of board or Advisory Council compensation, including sole authority to approve the consultant’s fees and other retention terms. The Committee may also, at its discretion, engage outside legal counsel or other advisers as it deems necessary to carry out its functions.