Size of the Board
The Nominating and Corporate Governance Committee (the “NCG Committee”) annually reviews and makes recommendations to the Board regarding the appropriate size of the Board. The Board determines its size within the range of 2 to 15 members as provided by the Company’s Charter and By-Laws. The Board may consider changing its size to, among other things, accommodate outstanding director candidates, satisfy specific governance needs, or otherwise promote the best interests of the Company and its stockholders. Selection of New Directors
The Board shall be responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. The NCG Committee is responsible for identifying, screening and recommending candidates to the Board for Board membership. When formulating its Board membership recommendations, the NCG Committee shall also consider advice and recommendations from others as it deems appropriate.
The NCG Committee will consider candidates recommended by stockholders. In considering candidates submitted by stockholders, the NCG Committee will take into consideration the needs of the Board and the qualifications of the candidate. The NCG Committee may establish procedures, from time to time, regarding stockholder submission of candidates.
Board Membership Criteria
The NCG Committee shall be responsible for assessing the appropriate balance of criteria required of Board members.
The NCG Committee may apply several criteria in selecting nominees. Among the qualifications considered in the selection of candidates, the NCG Committee shall look at the following attributes and criteria of candidates: experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the NCG Committee considers appropriate in the context of the needs of the Board.
Director Elections and Resignation Procedures
In accordance with the Company’s By-Laws, except in the case of a “Contested Election” (as defined in Article II, Section 9 of the By-Laws), a director nominee must receive the vote of a majority of votes cast with respect to his or her election in order to be elected or re-elected to the Board. An incumbent director must tender his or her resignation immediately following the certification of the stockholder vote relating to such director’s election if he or she fails to receive the number of votes required for re-election, which tendered resignation shall specify that it becomes effective only upon the Board’s acceptance of the tendered resignation.
Within ninety (90) days following such certification of the stockholder vote, the NCG Committee will determine whether to recommend accepting the director’s resignation or take other action and will submit such recommendation for prompt consideration by the Board. The Board will act promptly on the NCG Committee’s recommendation and will disclose its decision whether to accept the director’s tendered resignation (and the reasons for rejecting the resignation, if applicable) in a Current Report on Form 8-K filed with the Securities and Exchange Commission. The NCG Committee may consider any factors that the NCG Committee deems relevant in determining whether to recommend accepting a director’s resignation. In the event that one or more directors’ resignations are accepted by the Board, the NCG Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.
Any incumbent director who fails to receive the votes required for re-election in an election other than a Contested Election and who tenders his or her resignation shall remain active and engaged in Board activities while the NCG Committee considers whether to recommend accepting his or her resignation; provided, however, that it is expected that such incumbent director shall voluntarily recuse himself or herself from participation in any proceedings or consideration by the NCG Committee or the Board regarding whether to accept such director’s resignation or to take other action with respect to such director.
Other Public Company Directorships
The Company does not have a policy limiting the number of other public company boards of directors upon which a director may sit, in general. However, the NCG Committee shall consider the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee or a director is a member. Directors shall provide prior written notice to the chairperson of the NCG Committee of any proposed service on the board of a public or private company.
Although the Company does not impose a limit on outside directorships, it does recognize the substantial time commitments attendant to Board membership and expects that the members of its Board be fully committed to devoting all such time as is necessary to fulfill their Board responsibilities, both in terms of preparation for, and attendance and participation at, meetings.
In addition, in recognition of the enhanced time commitments associated with membership on a public company’s audit committee, the Board has adopted a policy that no member of the Audit Committee may serve simultaneously on the audit committees of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Committee.
Independence of the Board
The Board shall have a majority of Independent Directors.
Directors Who Change Their Present Job Responsibility
Directors who are also employees of the Company are expected to resign from the Board at the same time they leave employment with the Company.
Directors shall tender their resignation from the Board in the event of any significant change in their primary job responsibilities. The Board does not believe that a director in this circumstance should necessarily leave the Board, but that the director’s continued service should be re-evaluated. Accordingly, the NCG Committee shall review the director’s continuation on the Board in light of all the circumstances and recommend to the Board whether the Board should accept such proposed resignation or request that the director continue to serve on the Board.
Director Tenure
In connection with each director nomination recommendation, the NCG Committee shall consider the issue of continuing director tenure and take steps as may be appropriate to ensure that the Board maintains an openness to new ideas and a willingness to critically re-examine the status quo. The NCG Committee shall consider each director’s performance and suitability in connection with each director nomination recommendation.