The purposes of the Board of Directors Nominating and Governance Committee are to assist the Board of Directors in identifying, screening and recommending qualified candidates to serve as directors of the Company.
The Nominating and Governance Committee shall consist of not less than three members who shall be appointed by the Board of Directors. Each member shall be an independent director as defined under the listing standards of The NASDAQ Stock Market, Inc. (“NASDAQ”).
Responsibilities and Authority
The Nominating and Governance Committee shall:
- Review with the Board from time to time the appropriate skills and characteristics required for Board membership, including business skills and experience, understanding of the trucking industry and other industries relating to the Company’ business, personal integrity and sound judgment;
- Recommend to the Board candidates for election or reelection to the Board at each annual meeting of the stockholders of the Company;
- Recommend to the Board candidates for appointment by the Board to fill vacancies occurring on the Board;
- Consider director candidates recommended by stockholders, and establish procedures by which stockholders may submit director candidate recommendations for Committee consideration;
- Review the continued appropriateness of Board membership of directors who retire or change from the positions they hold when the came on the Board; and
- The Nominating and Governance Committee also may make recommendations to the Board regarding the size and composition of the Board.
When appropriate, to designate one or more of its members to perform certain of its duties on its behalf, subject to such reporting to or ratification by the Committee as the Committee shall direct.
The Nominating and Governance Committee shall meet at such times and places as the Nominating and Governance Committee shall determine. The Chairman of the Nominating and Governance Committee shall report on the Nominating and Governance Committee activities to the full Board.