Nominating and Corporate Governance Committee Charter
Effective: April 21, 2004
Updated: February 25, 2009
The purpose of the Evans & Sutherland Computer Corporation Nominating and Corporate Governance Committee (the "Committee") shall be to assist the Board of Directors in identifying qualified individuals to become board members, in determining the composition of the Board of Directors and its committees, in monitoring a process to assess board effectiveness and in developing and implementing the Company's corporate governance guidelines.
Authority and Responsibilities
The Committee shall have the following authority and responsibilities:
- To lead the search for individuals qualified to become members of the board of directors and to select director nominees to be presented for shareholder approval at the annual meeting of shareholders. The Committee shall select individuals as director nominees who shall have the highest personal and professional integrity, who shall have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board of Directors, in collectively serving the long-term interests of the shareholders.
- To review and consider candidates for election as directors submitted by shareholders in compliance with this Charter. Recommendations concerning nominees for election as a director are to be sent to this Committee at Evans & Sutherlands corporate headquarters, 770 Komas Dr., Salt Lake City, UT 84108.
- To review the Board of Directors' committee structure and to recommend to the Board of Directors for its approval directors to serve as members of each committee. The Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.
- To develop and recommend to the Board of Directors for its approval a set of corporate governance guidelines which, at a minimum, must include a code of ethics reasonably designed to deter wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure in the reports and documents that the Company files with or submits to the Securities and Exchange Commission and in other public communications made by the Company, (iii) compliance with all applicable governmental rules and regulations, (iv) the prompt internal reporting of violations of the code to an appropriate person identified in the code, and (v) accountability for adherence to the code. The Committee shall review the guidelines on an annual basis, or more frequently if appropriate, and recommend changes as necessary.
- To develop and recommend to the Board of Directors for its approval an annual self-evaluation process of the Board of Directors and its committees. The committee shall oversee the annual self-evaluations.
- To review on an annual basis director compensation and benefits.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.
The Committee shall have the authority to seek recommendations for board candidates, including the authority to retain a search firm to assist in identifying director candidates, and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.
The Committee shall report its actions and recommendations to the Board of Directors after each committee meeting and shall conduct and present to the Board of Directors an annual performance evaluation of the Committee. The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval.
Size of Committee
The membership of the Committee shall consist of a minimum of three directors. Members of the Committee shall be appointed and may be removed by the Board of Directors.
All members of the Committee shall meet the definitions of: "independent director" under Rule 4200(a)(15) of The NASDAQ Stock Market, Inc.; "outside director" under Treasury Regulation 1.162-27 (e)(3), for purposes of Internal Revenue Code Section 162(m); "non-employee director" under Rule 16b-3(b)(3) under the Exchange Act; and the criteria for independence set forth in Rule 10A-3(b)(1) of the Exchange Act, as such requirements may change from time to time. An independent director should be free of any relationship that could influence his/her judgment as a Committee member.
The members of the Committee shall be appointed by the Board of Directors. The Board of Directors shall designate one member of the Committee to serve as Chairperson. If the Chairperson is absent from a meeting, another member of the Committee may act as Chairperson.
The members of the Committee will be appointed for three-year terms and shall serve until their resignation, retirement, or removal by the Board of Directors or until their successors shall be appointed. The Board of Directors may fill vacancies on the Committee at any time with or without cause. No member of the Committee shall be removed except by majority vote of the independent directors of the Board of Directors then in office.