Nominating and Governance Committee Charter
Purpose
The Nominating and Governance Committee (the “Committee”) is appointed by and is intended to assist the Board of Directors of Telular Corporation (the “Company”) in fulfilling its oversight responsibilities under the NASDAQ listing standards and Delaware law. The Committee shall have the responsibilty to (i) identify individuals qualified to serve on the Board of Directors, consistent with criteria approved by the Board of Directors, (ii) select, or recommend that the Board of Directors select, a slate of director nominees for election by the stockholders of the Company at the annual meeting of the stockholders of the Company, in accordance with the Company’s Articles of Incorporation and Bylaws and with Delaware law, (iii) develop, update as necessary, and recommend to the Board of Directors corporate governance principles and policies, and (iv) monitor compliance with such principles and policies.
Composition of the Committee
The Nominating and Governance Committee shall consist of a minimum of three (3) non-employee Directors of the Company as recommended by this Committee and approved by the Board of Directors. All of the members of the Committee shall be independent directors who meet the requirements of the NASDAQ listing standards and appointed by the Board of Directors on the recommendation of the then current Committee. The Chairman of the Committee shall be designated by the Board of Directors. In the absence of the Chairman, the members of the Committee may designate a chairman by majority vote. The Board of Directors may, at any time, remove one or more directors as members of the Committee and may fill any vacancy on the Committee. The Committee may form and delegate authority to subcommittees when appropriate.
Authority and Responsibilities
Nominating Function
The Committee shall periodically review with the Board of Directors the appropriate skills and characteristics required of Board of Directors members. The Committee is responsible for developing and implementing the screening process necessary to identify qualified candidates. As a part of its screening process, the Committee shall:
- evaluate a candidate’s independence from the Company’s management and other principal service providers and the effect of any relationships that might impair independence, e.g., business, financial or family relationships with the Company’s management or other service providers; and
- consider candidates proposed by the chief executive officer, by any director or by any stockholder, in accordance with procedures established by the Committee. The Committee may determine the advisability of retaining any search firm or consultant to assist in the identification and evaluation of candidates for membership on the Board of Directors. The Committee has the sole authority over the retention of a search firm or consultant.
Governance Function
On a periodic basis, the Committee shall review and recommend, as appropriate, new or revised corporate policies that are applicable to the Company’s directors, officers and employees. This includes at least an annual reassessment of the adequacy of the charter of the Nominating and Governance Committee. The Committee shall also periodically monitor the compliance with and effectiveness of existing policies which will address the activities and functions associated with standing committees of the Board. Policies and procedures that are subject to the governance function of this Committee include, but are not limited to, the following:
- Code of Conduct
- Stock Trading Policy
- Stock Ownership Policy
- Whistle Blower Policy
The Committee shall have the responsibility to review and report to the Board with respect to:
- An annual evaluation of the Board’s performance
- The Director and Officer insurance program
- The optimum size of the Board
- Board tenure guidelines
- Conflicts of interests with Directors and Officers
- Recommendations for Board committee assignments
- Mandatory retirement age for Directors (currently, Directors shall not serve a term that extends beyond the annual meeting following a Director’s 70th birthday, unless a 1 (one) year extension is approved by the Board)
Other Activities
The Committee shall perform any other activities consistent with this Charter, the Company’s Articles of Incorporation and Bylaws and governing law as the Committee or the Board of Directors deems necessary or appropriate. To these ends, the Committee shall have and may exercise all powers and authority of the Board of Directors to the extent permitted under the Delaware General Corporation Law.
Committee Meetings
The Committee shall meet at least two times per year and one such meeting shall be held at a time when the Committee can recommend a slate of nominees to the Board of Directors in connection with the annual meeting of stockholders. Other meetings may be held at the discretion of the Chairman of the Committee. The Committee shall annually review its own performance. Minutes of each of these meetings shall be kept. The Committee shall determine the agenda for its meetings. The Committee may invite other Board of Directors members, members of management and others to attend meetings and provide pertinent information and reports, as it deems necessary.
