sample

Corporate Governance

Corporate Governance and Nominating Committee Charter

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER

This charter sets forth the authority and responsibility of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Virco Mfg. Corporation. (the “Company”).

  • Purpose and Authority
  • Composition
  • Meetings
  • Quorum
  • Responsibilities and Duties

PURPOSE AND AUTHORITY

The primary purposes of the Committee are to assist the Board in:

  • identifying qualified individuals to become Board members;
  • determining the composition of the Board and its committees;
  • monitoring a process to assess Board effectiveness; and
  • developing and implementing Company corporate governance guidelines.

The Committee will primarily fulfill these responsibilities by carrying out the activities listed below in this charter. Subject to any restrictions or limitations on the delegation of power and authority imposed by the rules or regulations promulgated by the Securities and Exchange Commission (“SEC”), the NASDAQ Stock Market (“NASDAQ”), or other regulatory authority or by applicable law, the Committee shall have and may exercise all the powers and authority of the Board reasonably necessary or advisable for the Committee to effectuate its purposes and perform its responsibilities as set forth in this charter.

COMPOSITION

The Committee shall be appointed annually to serve at the pleasure of the Board and consist of all “Independent Directors” on the Board, determined in accordance with NASDAQ Listing Rule 5605(a)(2).  The Board shall designate one member of the Committee to serve as Chairman or, in the absence of such a designation, by a majority of the members of the Committee. Vacancies in the Committee may be filled at any meeting of the Board.

MEETINGS

The Committee shall meet at least two times annually, or more frequently as circumstances dictate. Regular meetings of the Committee may be held without call or notice at such times and places as the Committee from time to time may fix. Special meetings of the Committee may be called by the Chairman of the Committee or by the Secretary of the Company when requested to do so by any two members of the Committee. Notice shall be given in the same manner as notice of special meetings of the Board.

Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting if consent in writing is given thereto by all members of the Committee and such consent is filed with the minutes.

Minutes of the meetings of the Committee will be prepared and kept in the minute books of the Company, together with minutes of meetings of other committees of the Board. These minutes shall be made available to the members of the Board from time to time for their information.

QUORUM

To fulfill its responsibilities and duties the Committee shall:

1)  Identify Qualified Individuals to Become Board Members.  The Committee will annually identify and provide to the Board for its consideration and approval a slate of potential Board member nominees to be presented to the Company’s stockholders at the annual meeting. When selecting such nominees the Committee will seek out individuals who have:

  • the highest character and integrity;
  • an ability and desire to make independent and thoughtful analytical inquiries;
  • meaningful experience at a strategy/policy setting level;
  • outstanding ability to work well with others;
  • sufficient time available to carry out Board member responsibilities; and
  • freedom from any conflict of interest (other than employment by the Company of an inside director) that would interfere with his or her independent judgment and proper performance of responsibilities as a member of the Board.

In addition, the Committee will identify and make recommendations to the Board regarding potential candidates to fill vacancies on the Board between annual meetings, whether due to resignation, increase in the size of the Board, or other reasons..

2)  Review Board and Board Committee Structure.  The Committee will, from time to time, review the Board and the Board’s committee structure and function, the size of the Board and Board committees, and provide the Board annually with a recommended membership slate for each committee. The Committee will also recommend additional committee members to fill vacancies as such vacancies arise.

3)  Corporate Governance: The Committee will develop and recommend to the Board for its approval a set of corporate governance guidelines, covering matters such as (a) the Company’s succession plans relating to the CEO and other senior officers, (b) the channels through which the Board receives information and the quality and timeliness of the information, and (c) Board access to members of senior management who are not on the Board. The Committee will review the guidelines from time to time and recommend any necessary changes.

4)  Self-Evaluation Process: The Committee will develop and recommend to the Board for its approval an annual self-evaluation process for the Board and committees, and will administer that annual self-evaluation process.   In addition, the Committee shall:

  • assess the perceived needs of the Board as a whole in achieving a diversity of occupational and personal backgrounds on the Board and committees;
  • assess the contributions of incumbent directors in determining whether to recommend them for reelection to the Board and committees;
  • from time to time, consider questions of possible conflicts of interest of Board members;
  • as necessary, review changes in the occupation or retirement of Board members and whether the new occupation or retirement is consistent with the rationale for originally selecting the person to be a Board member;
  • review Board member requests regarding invitations to join other boards of directors; and
  • review and assess the adequacy of this charter annually, and recommend any proposed changes to the Board for approval. 

5)  General: The Committee will report to the Board following meetings of the Committee and will perform any other activities consistent with this charter, the Company’s Certificate of Incorporation and Bylaws and governing law as the Committee or the Board deems necessary or appropriate.