Membership and Purpose
The Committee on Nominations and Corporate Governance shall be comprised of not less than three directors. Each Committee member shall be a director who is independent of management and the Company. Committee members are appointed by the Board and the Board reviews Committee membership at least annually.

The Committee shall regularly report to the Board on the results of its activities and make recommendations on the Board’s organization and practices and aids in identifying and recruiting director candidates. The Committee has authority to retain and terminate any search firm to be used to identify director candidates, including authority to approve the search firm’s fees and other retention terms. The Committee recommends to the Board new candidates for election to the Board and the director nominees for the next annual meeting of shareholders. The Committee also fixes director compensation, reviews the overall corporate governance of the Company and current corporate governance issues, and makes recommendations to the Board on corporate governance principles. The Committee may, from time to time, adopt rules and make provisions as deemed appropriate for the conduct of meetings, considering, acting upon and recording matters within its authority and making such reports to the Board as it may deem appropriate.

Key Responsibilities
The Board has delegated to the Committee the following duties and responsibilities:

• Review with management and evaluate the overall effectiveness of the organization of the Board, its incumbent members and the conduct of its business, and make appropriate recommendations to the Board with regard thereto.
• At least annually, review membership of the various Board Committees.
• Develop and maintain criteria and procedures for the identification and recruitment of candidates for election to serve as directors of the Company, including consideration of the performance of incumbent directors in determining whether to nominate them for re-election, as well as the tenure policy of the Board with regard to directors and make appropriate recommendations with regard thereto to the Board and, as appropriate, to the shareholders of the Company. The Board’s current criteria for selecting new directors include criteria relating to a candidate’s business experience and accomplishments, lack of conflicts of interest, ability to commit the time to serve effectively, personal characteristics, the Board’s needs for a diversity of backgrounds and skills, and other pertinent considerations.
• Consider the adequacy of the number of Board of Directors’ meetings per year.
• Review the appropriateness and adequacy of information supplied to directors prior to and during Board of Directors’ meetings.
• Consider from time to time the overall relationship of directors and management.
• Review from time to time compensation (including benefits) for services to the Company by its directors, and make recommendations with regard thereto to the Board.
• Review the independence of non-management directors and any conflicts of interests including related party transactions involving directors.
• Review and reassess the adequacy of its charter on an annual basis.
• Conduct an annual performance evaluation of the Committee and coordinate and oversee the annual performance evaluation of the Board as a whole and other Board committees.