Appendix C Nominating Committee

Committee Purposes

The committee's purposes shall include those stated in Section 4.1 of this Code.

Committee Duties and Responsibilities

In serving those purposes with respect to board membership:

•   the committee shall make recommendations to the board from time to time as to changes the committee believes to be desirable to the size of the board or any committee of the board,
•   whenever a vacancy arises (including a vacancy resulting from an increase in board size), the committee shall recommend to the board a person to fill the vacancy either through appointment by the board or through shareholder election,
•   in performing the above responsibilities, the committee shall consider any criteria approved by the board and such other factors as it deems appropriate. These may include judgment, specific skills, experience with other comparable businesses, the relation of a candidate's experience with that of other board members, and other factors,
•   the committee shall also consider all candidates for board membership recommended by the shareholders and any candidates proposed by management,
•   the committee shall identify board members qualified to fill vacancies on any committee of the board and recommend to the board that such person appoint the identified person(s) to such committee, and
•   assuring that plans are in place for orderly succession of senior management.

In serving those purposes with respect to officers the committee shall:

•   make recommendations to the board from time to time as to changes the committee believes to be desirable in the structure and job descriptions of the officers including the CEO, and prepare terms of reference for each vacancy stating the job responsibilities, qualifications needed and other relevant matters,
•   recommend persons to fill specific officer vacancies including CEO considering criteria such as those referred to above,
•   design a plan for succession and replacement of officers including replacement in the event of an emergency or other unforeseeable vacancy, and
•   If charged with responsibility with respect to company' s corporate governance guidelines, the committee shall develop and recommend to the board corporate governance guidelines, and review those guidelines at least once a year.

Committee Structure and Operations

The committee shall elect one member as its chair.

The committee shall meet at least twice a year. Its meetings may be scheduled in conjunction with regularly-scheduled meetings of the entire board.

Committee Resources and Authority

The committee shall have the resources and authority necessary for its duties and responsibilities, including the authority to select, retain, terminate and approve the fees of outside legal, consulting or search firms used to identify candidates, without seeking the approval of the board or management. The company shall provide appropriate funding for the compensation of any such persons.

Performance Evaluation

The committee shall preview and review with the board an annual performance evaluation of the committee, which shall compare the committee's performance with the above requirements and shall recommend to the board any improvements deemed necessary or desirable to the committee's charter. The report may be in the form of an oral report made at any regularly scheduled board meeting.