CHARTER FOR THE
GOVERNANCE AND NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS OF
WINLAND ELECTRONICS, INC.
I. PURPOSE:
The Governance
and Nominating Committee shall be responsible for matters
relating to the governance of Winland Electronics, Inc. (the
“Company”), including selection of candidates
for the Company’s Board of Directors.
II. MEMBERSHIP:
The Governance
and Nominating Committee will be comprised of two or more
directors elected by the Board, each of whom shall be independent
(as such term is defined by applicable laws and regulations
or the Company’s corporate governance policies, if any).
The Chair
of the Governance and Nominating Committee shall be elected
by the Board or, if not elected by the Board, then by the
majority of the members of the Committee. The Chair of the
Governance and Nominating Committee shall conduct the Committee
meetings as well as represent the Committee at meetings of
the Company’s Board.
III. RESPONSIBILITIES:
- Developing, reviewing and revising as appropriate, for
adoption by the Board, the Principles of Corporate Governance
by which the Company and the Board shall be governed.
- Developing, reviewing and revising as appropriate, for
adoption by the Board, the codes of ethical conduct and
legal compliance by which the Company and its directors,
officers, employees and agents will be governed.
- Developing and recommending to the Board policies and
processes designed to provide for effective and efficient
governance, including but not limited to: policies for evaluation
of the Board and the chairperson; election and reelection
of Board members; and succession planning for the Chief
Executive Officer, the Board chairperson and other Board
leaders.
- Developing and implementing a process for identifying
and evaluating potential nominees for election to the Board
of Directors, and developing and implementing a policy for
nomination and consideration of Board candidates nominated
by the Company’s shareholders.
- Annually reviewing the composition of the Board against
a matrix of skills and characteristics focused on the governance
and business needs and requirements of the Company, and
reporting to the Board regarding suggested changes in Board
composition which will guide the Committee in the selection,
recruitment and recommendation of directors.
- Meeting as necessary to consider the nomination and screening
of Board member candidates, to evaluate the performance
of the Board and its members, as well as to handle termination
of membership of Board members in accordance with corporate
policy, for cause or other appropriate reasons.
- Developing, recommending, reviewing and administering
compensation plans for members of the Board of Directors.
IV. AUTHORITY:
The Governance and Nominating Committee
shall have the authority, as and when it shall determine to
be necessary or appropriate to the functions of the Governance
and Nominating Committee,
- at the expense of the Company and not at the expense of
the members thereof, to retain counsel (which may be, but
need not be, the regular corporate counsel to the Company),
employ one or more recruiting firms to assist in the identification
and recruitment of director candidates and other advisors
to assist it in connection with its functions; and
- to request from the Chief Executive Officer, the Chief
Financial Officer, and such other members of the Company’s
management as the Committee shall deem appropriate, advice
and information, orally or in writing, concerning the Company’s
business operations and financial condition relevant to
the functions of the Committee.
V. ATTENDANCE/MEETINGS/MINUTES:
Members of the Governance and Nominating
Committee are expected to attend in person or via teleconference
all meetings. In addition to these members, the Chief Executive
Officer and/or Chief Financial Officer may be invited. Minutes
of the meeting will be prepared by one of the Corporate Secretaries.
The Committee shall meet at least
four times annually. Additional meetings of the Committee
may be called by the Chief Executive Officer, Chairman of
the Committee, or any member of the Committee by formal notice
to the other members, and shall be scheduled as considered
necessary by the Committee chairperson. Minutes of all meetings
shall be recorded and maintained by the Committee.
VI. COOPERATION OF MANAGEMENT:
All members of management of the
Company are requested to cooperate with the Governance/Nominating
Committee, and to render assistance to it as it shall request
in carrying out its functions.
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