Eastern Light Capital
Nominating and Corporate Governance Committee Charter
Purpose
The
Nominating and Corporate Governance Committee (the “NCGC”) is appointed by the
Board of Directors (“Board”) to assist the Board by:
- Identifying individuals qualified to become Board members and
recommending to the Board director nominees for election at the annual
meeting of shareholders;
- Recommending to the Board the assignment of directors to committees;
- Providing oversight in shaping the governance of the Company and recommending
to the Board corporate governance guidelines for the Company; and
- Overseeing the evaluation of the Board and at least annually,
recommending to the Board a Director to serve as Chairman of the Board.
Membership
The membership
of the NCGC shall be appointed by the Board and shall consist of two or more
directors. Each director shall satisfy the independence and experience requirements
of the Board, the American Stock Exchange and any additional or supplemental
independence standards applicable to committees established under any
applicable law, rule or regulation.
The members
of the NCGC shall be appointed by the Board and may be removed by the Board.
The members of the NCGC shall serve for one year or until their successors are
duly elected and qualified. The NCGC shall designate a Chairman by majority
vote of the full NCGC.
Meetings and Reports
The NCGC shall
meet at least twice a year and as often as may be deemed necessary or
appropriate in its judgment. The Chairman or a majority of the members of the NCGC
may call meetings of the NCGC upon reasonable notice to all members of the NCGC.
The NCGC shall report to the Board at least twice a year with respect to its
activities.
Resources and Authority
The NCGC shall
have, to the extent it deems necessary, the authority to obtain advice and
assistance from other internal or external advisors. Internal or external
advisors shall be appropriately compensated, as determined by the Board, with
funding provided by the Company.
Responsibilities
The responsibilities of the NCGC shall include:
- Review with the Board annually the composition of the Board as a
whole and the requisite skills and characteristics of Board members, and
develop criteria for identifying and evaluating candidates for the Board,
which criteria shall include, among other things, an individual's business
experience and skills, independence, judgment, integrity, and ability to commit
sufficient time and attention to the activities of the Board, as well as
the absence of any potential conflicts with the Company's interests;
- Identify and recommend to the Board individuals qualified to become
Board members;
- Assess the qualifications and independence of incumbent directors in
determining whether to recommend them for re-election to the Board;
- Recommend to the Board nominees for election or re-election as
directors at each annual shareholders' meeting and recommend candidates to
be elected by the Board as necessary to fill vacancies and newly created
directorships;
- Make recommendations to the Board regarding tenure of directors;
- Oversee the annual evaluation of the Board's performance and, based
on the evaluation, recommend ways to improve the Board's effectiveness;
- Recommend to the Board the assignment of directors to committees and
the Chairmanship of the Board. In making its recommendations, the NCGC considers
specific qualifications, if any, that are required for each assignment,
such as the requirement of financial literacy and a financial expert for
the Audit Committee;
- Recommend corporate governance guidelines and annually review and
reassess the adequacy of the corporate governance guidelines and Bylaws of
the Company, and recommend any proposed changes to the Board for approval;
and
- Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.
Reviewed
and approved by the Board: September 26, 2007