| Statement of Purpose
The Board of Directors of Hawa
International Corporation has created the Nominating and Governance
Committee (the “Committee”) to assist it in the discharge of its
responsibilities both with respect to succession and effective governance,
particularly with regard to:
- Identifying and recommending to the
Board qualified individuals to become Board members and CEO;
- Developing and providing guidance and
recommendations to the Board on corporate governance principles for the
Company;
- Leading the annual evaluation of the
Board; and
- Overseeing the executive development and
succession planning of the Company.
Composition and Structure
The Committee shall be comprised of at
least three directors, each of whom shall be “independent” directors as
defined by the New York Stock Exchange Listing Standards.
The Board shall appoint the Chairman and
other members and shall have the power to fill vacancies on the Committee.
Additionally, the Board shall have the power to remove any member at any
time with or without cause.
Duties and Powers
In carrying out its purpose, the Committee
will have the following duties and powers:
Director Selection:
- Recommend to the Board for approval the
criteria and the qualifications both necessary and desirable for future
Board members;
- Seek, identify and evaluate qualified
individuals for Board membership consistent with the Board’s criteria;
- Prior to each annual meeting of
stockholders, recommend to the Board the individuals to be the nominees of
the Board;
- Recommend to the Board the individuals
to be elected by the Board to fill vacancies on the Board or newly created
directorships between annual meetings;
- Consider the size and composition of the
Board on an annual basis and report to the full Board the results of its
review and any recommendations for change;
- Monitor the orientation process for new
directors and advise directors on suggestions for their continuing
education;
- Review the continued appropriateness of
Board membership when a director changes jobs.
Committee Assignments
- Recommend to the Board committee
assignments for directors as openings occur on committees, or as rotations
of committee assignments are deemed advisable by the Board upon
recommendation from the Committee.
Executive Succession and Development
- Identify and evaluate potential
individuals for the position of CEO;
- Annually review and make recommendations
regarding the executive development and succession planning of the
Company.
Governance
- Review, at least annually, the Company’s
corporate governance principles and refer any recommended changes to the
Board;
- Oversee the annual self-evaluations of
the Board and each of its committees of the performance and compliance by
each with the Company’s corporate governance principles;
- Monitor the independence requirements
for membership on, and the independence of members of, the Board;
- Consider questions of possible conflicts
of interest of Board members and management;
- Review and assess the adequacy of the
Company's codes of conduct and ethics that are applicable to directors, at
least annually, and recommend proposed material changes to the Board for
approval;
- Review and make recommendations
regarding the Company’s policies, programs, positions and strategies in
relation to public issues deemed significant by the Committee or which may
be referred to the Committee by the Board or by management;
- Review and make recommendations
regarding the Company’s general policy relating to the support of
business, charitable, educational and political organizations;
- Make an annual performance evaluation of
the Committee;
- Review the Committee’s charter
periodically and refer any recommended changes to the Board.
Miscellaneous
- Fulfill such other duties and
responsibilities as are consistent with the purposes of the Committee
enumerated in this Charter or as may be delegated by the Board from time
to time.
Authority
The Committee shall have the authority to
obtain advice and recommendations from independent advisors, consultants and
search firms, and to retain and terminate them and approve their fee and
retention terms.
The Committee shall have the authority to
act by unanimous written consent and by telephonic meetings and to create
and delegate to subcommittees.
Process and Procedures
The Committee shall conduct no less than
three regularly scheduled meetings each year. Other meetings may be held at
the discretion of the Committee Chairman or the CEO. Each meeting of the
Committee will have an “Executive Session” as an agenda item. The Corporate
Secretary is responsible for preparing the meeting agenda, backup and other
meeting materials and the preparation of the minutes.
Any member of the Board of Directors who is
not a member of the Committee may attend any Committee meeting with the
concurrence of the Committee Chair or a majority of the members of the
Committee.
Committee Accountability
The Committee Chairman will report to the
Board at the next regularly scheduled Board meeting all actions it has taken
since its previous report.
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