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CHARTER OF THE CORPORATE GOVERNANCE COMMITTEE
Purposes and Responsibilities
The Corporate Governance Committee shall advise the Board with respect to: (a) Board organization, membership and function; (b) committee structure, membership and operations; (c) succession planning for the executive officers of the Company; (d) the Company's Corporate Governance Policy, its operation and any modifications to such policy; and (e) other matters relating to corporate governance and the rights and interests of the Company's shareholders.
Membership and Qualifications
The Corporate Governance Committee shall consist of three or more members, all of whom are outside, or nonmanagement, directors, and a majority of whom are unrelated directors.
The Corporate Governance Committee will:
In discharging its responsibilities, the Corporate Governance Committee will meet annually and otherwise as required. Minutes will be recorded and reports of Corporate Governance Committee meetings will be presented at the next regularly scheduled Board meeting.