Governance and Nominating Committee Charter
The purpose of the Governance and Nominating Committee of the Board of Directors (“Board”) of ERHC Energy Inc (“Company”) is to coordinate the nominating process for board members and direct the sound corporate governance of Company through:
- identifying persons qualified to become members of the Board according to criteria approved by the Board;
- recommending to the Board director nominees for the next annual meeting of shareholders;
- overseeing the evaluation of the Board and the Company’s executive management;
- developing and recommending to the Board corporate governance guidelines appropriate for the Company.
1. Independence of Members
All members of the Governance and Nominating Committee shall satisfy the independence requirements of the NASDAQ Stock Market and the Sarbanes Oxley Act that would apply if the Company were listed on such Exchange.
The Governance and Nominating Committee shall consist of at least two members. The actual number of members shall be decided by resolution of the Board.
3. Term and Chairman
The members of the Committee shall be appointed by the Board for a one-year term. The Board shall designate one member of the Governance and Nominating Committee as the Committee Chairman. The Board may remove or replace the Committee Chairman or any member of the Governance and Nominating Committee at any time with or without cause.
III. Meetings and Procedure
1. Convening of Meetings and Agenda
The Governance and Nominating Committee shall meet prior to meetings of the Board of Directors and may hold additional meetings as it deems appropriate to fulfill its responsibilities. The Committee Chairman shall have overall responsibility for developing meeting agendas, scheduling meetings and functioning of the Governance and Nominating Committee.
2. Attendance by Members
Attendance at the meetings may be in person, by telephone or other means of communication. Two members of the Governance and Nominating Committee shall constitute a quorum. Any action required to be taken at a meeting of the Governance and Nominating Committee will be deemed the action of the Governance and Nominating Committee if before the action is taken it is approved by (i) the unanimous vote of the members at a meeting in which a quorum is present or (ii) in lieu of a meeting, by unanimous written consent of all the members of the Governance and Nominating Committee.
3. Attendance by Non Members on Invitation
The Governance and Nominating Committee may invite to its meetings other directors, members of the Company’s management and such other persons as the Governance and Nominating Committee deems appropriate to enable it to carry out its responsibilities.
The Secretary of the Company shall be the Secretary of the Governance and Nominating Committee and be responsible for circulating meeting agendas and materials to the members, and for recording accurate minutes of all meetings and distributing them to the members. The Secretary shall circulate the agenda and materials to be discussed at a meeting at least two days before the meeting.
5. Management Liaison
The President of the Company shall act as management liaison to the Governance and Nominating Committee and shall work with the Governance and Nominating Committee Chairman to appoint advisors and arrange meetings with the Company’s external legal and accounting advisors. The Governance and Nominating Committee will make final decisions on the appointment of advisors to the Committee.
6. Rules of Procedure
Other than as expressly provided in this Charter or in the Bylaws of the Company, the Governance and Nominating Committee shall fix its own rules of procedure.
IV. Authority and Responsibilities
1. Nominating Function
The Governance and Nominating Committee shall:
- serve as the nominating committee of the Board and recommend to the Board persons to be nominated for election as Directors, including the receiving and considering of director candidates proposed by shareholders in accordance with the procedures set forth in the Company’s Bylaws;
- determine the criteria for selection of prospective directors, the Board Chairperson, members of Board committees and Chairpersons of Board committees; planning for continuity on the Board as directors retire from the Board;
- review the composition and size of the Board and its committees to ensure proper expertise and diversity among its members;
- evaluate the performance and contributions of directors eligible for re-election (except that a member of the Governance and Nominating Committee will not participate in deliberations regarding his own performance and contributions);
- determine desired qualifications for individual directors and desired skills and characteristics for the Board, identify persons who can provide needed skills and characteristics, screen possible candidates for Board membership, review any potential conflicts of interests between such candidates and the Company’s interests, share information concerning the candidates with the Board, and solicit input from other Directors.
2. Oversight Function
The Governance and Nominating Committee shall
- oversee the periodic evaluation of executive management and the full Board and its committees, including an annual self-evaluation of the Governance and Nominating Committee;
- conduct a periodic review of the charter and composition of each Board Committee and recommend to the Board that it create additional Board committees, change the mandates of existing committees, disband Board committees or take such other action as may be appropriate;
- evaluate, with input from the relevant committee chairpersons, whether each Board committee is comprised of members suitable for the tasks of the committee and recommend to the Board the directors to serve on each Board committee and a committee member to serve as chairperson of each committee;
- conduct a regular review of the Company’s Bylaws and recommend changes to the Board;
- identify and report to the Board any relationship between any director and the Company, its affiliates, or any other entity or person that may affect the independence of the director or present a conflict of interest, monitoring such relationship and addressing any action to be taken with respect to such relationship;
- conduct an annual review of succession planning for the Company’s Chief Executive Officer and other key executives, report its findings and recommendations to the Board and work with the Board to establish policies for use in evaluating potential successors to the Company’s Chief Executive Officer and other key executives;
- in conjunction with the Company’s Chief Executive Officer and Company Secretary, develop and provide an orientation program for new directors, and periodically provide materials or briefing sessions for all directors on subjects intended to assist them in discharging their duties;
- develop and recommend to the Board a set of corporate governance policies applicable to the Company; periodically reviewing such policies; and, if appropriate, recommend to the Board any changes to the policies which the Governance and Nominating Committee believes to be desirable;
- annually assess the adequacy of this Charter and the performance of the Committee, and recommend any proposed changes to the Board for approval;
- fulfill such other duties and responsibilities with respect to matters of corporate governance as may be delegated to the Governance and Nominating Committee by the Board from time to time.
In carrying out its responsibilities, the Governance and Nominating Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members.
2. Professional AdviceThe Governance and Nominating Committee shall be entitled, at its discretion, to rely upon advice and information that it receives from management. The Governance and Nominating Committee shall have the right to obtain advice and assistance from professional advisors. The Governance and Nominating Committee shall have sole authority to approve the terms of retention, including but not limited to fees payable, for any such advisor. The Governance and Nominating Committee shall also be entitled, at its discretion, to obtain advice from the Company’s external advisors and auditors.
Adoption by the Board of ERHC
The forgoing Governance and Nominating Committee Charter was adopted by the Board of Directors of ERHC Energy Inc on the 12th day of August 2007