Nominating & Corporate
Governance Committee: The primary responsibilities of the Nominating & Corporate
Governance Committee (the "Committee") are to (a)
determine the slate of director nominees for election to the Company's
Board of Directors, (b) identify and recommend candidates to fill
vacancies occurring between annual shareholder meetings, and (c)
review, evaluate, and recommend changes to the Company's Corporate
Governance Guidelines. The Governance and Nominating Committee's
role includes periodic review of the compensation paid to non-employee
directors for annual retainers (including Board and committee chairs)
and meeting fees, if any, and making recommendations to the Board
for any adjustments. The specific responsibilities of the Nominating
and Corporate Governance Committee are delineated in the Nominating & Corporate
Governance Committee Charter. The Nominating & Corporate Governance
Committee regularly reviews the charters of Board committees and,
after consultation with the respective committee chairs, makes recommendations,
if necessary, about changes to the charters. The Committee will consider
shareholder recommendations for candidates for the Board, but only
if they have held 5% or more of the outstanding shares of the Company
for more than one year. The name of any recommended candidate for
director, together with a brief biographical sketch, a document indicating
the candidate's willingness to serve, if elected, and evidence
of the nominating person's ownership of 5% or more of Company
stock and the date of acquisition should be sent to the attention
of the Chairman of the Governance & Nominating Committee, in
care of the Company's corporate address. There can be no more
than one shareholder nominee on the proxy statement in any given
annual meeting.
The membership of the Committee
consists of at least three directors appointed annually by
the Board of Directors. Each member shall meet the experience
requirements of the listing standards of The New York Stock
Exchange and applicable laws and regulations. Each member
will be free of any relationship that, in the opinion of
the Board, would interfere with his or her individual exercise
of independent judgment. Applicable laws and regulations
will be followed in evaluating a member's independence.
The Board appoints the chairperson and may remove any committee
member for failure to attend regularly called meetings or
breaches of duty or care.
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The Committee meets
at least two times a year and on as as-needed basis as determined
by the Chair.
The Committee will cause to be kept adequate minutes of all
its proceedings, and will report its actions to the next
meeting of the Board. Committee members will be furnished
with copies of the minutes of each meeting and any action
taken by unanimous consent. The Committee will be governed
by the same rules regarding meetings (including meetings
by conference telephone or similar communications equipment),
action without meetings, notice, waiver of notice, and quorum
and voting requirements as are applicable to the Board. The
Committee is authorized and empowered to adopt its own rules
of procedure not inconsistent with (a) any provision hereof,
(b) any provision of the Bylaws of the Corporation, or (c)
the laws of the state of Texas and may delegate such actions
it deems necessary to subcommittees. The Committee is also
empowered to retain or terminate any search firm to e used
to identify director candidates, including sole authority
to approve the search firm's fees and other retention
terms.
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The Committee receives recommendations
from management, the board and any shareholder of prospective
nominees as members of the Board, and will consider each
recommendation on an equal basis according to the criteria
outlined below. They can be oral or written recommendations.
The Company has not utilized outside search firms in the
past for prospective candidates but the option is clearly
available to the Committee if they so choose to utilize that
route for candidates. The Committee will strive to have at
least one or more candidates screened to fill vacancies that
may occur from time to time. The Committee will request and
review the resume of any of the candidates based upon the
following minimum qualifications;
- Knowledge of the Company's
industry
- Proximity to corporate headquarters
- Business and financial acumen,
- Financial and personal stability
- Ability to devote time and energy
to regularly scheduled board and committee meetings in
person, and
- Ability to meet Board requirement
for the ownership of shares
The Board also interviews the candidates
to ensure that they understand the duty of loyalty and
care required of directors to all shareholders of the Company
under the law of the state of incorporation of the Company.
The Board looks for candidates who are of the highest moral
character, strong work ethic and a commitment to timely
attend all scheduled board meetings and committee meetings
in person. The Board deems it important that candidates
have strong interpersonal skills, the ability to understand
and/or express complex issues in a simple manner, and high
integrity.
The Board also requires that any
Director must agree that he or
she will tender a resignation from
the Board in the event of a material
change in his or her personal circumstances, including a change in
principal job responsibilities (other than a promotion with the director's
current employer). The decision whether to accept the resignation
would be made by the Board, with a recommendation from this Committee
to accept or reject the resignation.
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The
Committee is expected to maintain free and open communication
with shareholders, Company employees, and the Company’s
management. This communication will include periodic separate
executive sessions with management and employees on an
as-needed basis. Shareholders can communicate to the Committee
through the Company’s website in the form of an email
to a corporate email address, or through written communications
to the Committee chair in care of the Company’s corporate
address. All such communications will be sent directly
to the Committee chair and will not be screened by the
Company.
Shareholders wishing to submit the name of a candidate for the board
of the Company must submit a resume of the candidate, proof of ownership
of 5% or more of the Company’s stock, and that they have held
such stock at a 5% or more level for more than one year from the
date of their proposal. They must also consent to have their name
disclosed in the Proxy Statement. The failure to provide this information
will force the Committee to shelve consideration of the prospective
nominee.
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The Company is responsible
for providing the Committee with educational resources related
to current corporate governance issues, current legal topics
pertinent to the Company and other material as may be requested
by the Committee. The Company will assist the Committee in
maintaining appropriate corporate and legal literacy.
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The Committee will
have the resources and authority necessary to discharge
its duties and responsibilities, including the authority
to retain outside counsel or other experts or consultants,
as it deems appropriate. Any communications between the
Committee and legal counsel in the course of obtaining
legal advice will be considered privileged communications
of the Company, and the Committee will take all necessary
steps to preserve the privileged nature of those communications.
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