Attached files
| file | filename |
|---|---|
| 8-K - GetFugu, Inc. | v165106_8k.htm |
| EX-3.1 - GetFugu, Inc. | v165106_ex3-1.htm |
| EX-3.2 - GetFugu, Inc. | v165106_ex3-2.htm |
| EX-10.3 - GetFugu, Inc. | v165106_ex10-3.htm |
| EX-10.2 - GetFugu, Inc. | v165106_ex10-2.htm |
| EX-99.1 - GetFugu, Inc. | v165106_ex99-1.htm |
| EX-10.1 - GetFugu, Inc. | v165106_ex10-1.htm |
| EX-14.1 - GetFugu, Inc. | v165106_ex14-1.htm |
GETFUGU,
INC.
Nominating
and Governance Committee Charter
Purpose
The
purpose of the Nominating and Governance Committee (the “Committee”) of GetFugu,
Inc. (the “Company”) shall be as follows:
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1.
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To
select, or recommend for the Board of Directors’ selection, the
individuals to stand for election as directors at the annual meeting of
stockholders or, if applicable, a special meeting of
stockholders.
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2.
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To
oversee the selection and composition of committees of the Board of
Directors and, as applicable, oversee management continuity planning
processes.
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The Board
of Directors shall determine whether the Committee shall make determinations as
a committee or shall make recommendations to the Board of
Directors.
Composition
The
Committee shall consist of two or more members of the Board of Directors, each
of whom is determined by the Board of Directors to be “independent” in
accordance with the rules of the Sarbanes-Oxley Act and any stock exchange,
quotation system or market on which the Company's securities are listed (the
"Exchange").
To the
extent the Committee consists of at least three members, one director who is not
independent under the rules of the Exchange may be appointed to the Committee,
subject to the following:
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the
director is not a current officer or employee, or an immediate family
member of a current officer or employee, of the
Company;
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the
Board of Directors, under exceptional and limited circumstances,
determines that such individual’s membership on the Committee is required
by the best interests of the Company and its
stockholders;
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the
Company discloses in the proxy statement for the next annual meeting
subsequent to such determination (or in its Form 10-K if the Company does
not file a proxy statement), the nature of the relationship and the
reasons for that determination;
and
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such
person does not serve under this exception for more than two
years.
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Notwithstanding
the foregoing, under no circumstances shall the Committee consist of more than
one non-independent director.
Appointment
and Removal
The
members of the Committee shall be appointed by the Board of
Directors. Each member shall serve until such member’s successor is
duly elected and qualified or until such member’s earlier resignation or
removal. The members of the Committee may be removed, with or without
cause, by a majority vote of the Board of Directors.
Chairman
Unless a
Chairman is elected by the full Board of Directors, the members of the Committee
shall designate a Chairman by majority vote of the full Committee
membership. The Chairman will chair all regular sessions of the
Committee and set the agendas for Committee meetings.
Delegation
to Subcommittees
In
fulfilling its responsibilities, the Committee shall be entitled to delegate
responsibilities to a subcommittee of the Committee.
Meetings
The
Committee shall meet as frequently as circumstances dictate. The
Chairman of the Committee or a majority of the members of the Committee may call
meetings of the Committee. Any one or more of the members of the
Committee may participate in a meeting of the Committee by means of conference
call or similar communication device by means of which all persons participating
in the meeting can hear each other.
All
non-management directors who are not members of the Committee may attend
meetings of the Committee, but may not vote. In addition, the
Committee may invite to its meetings any director, member of management of the
Company, and such other persons as it deems appropriate in order to carry out
its responsibilities. The Committee may also exclude from its
meetings any persons it deems appropriate.
Duties
and Responsibilities
The basic
responsibility of the members of the Committee is to exercise their business
judgment to act in what they reasonably believe to be in the best interests of
the Company and its shareholders. In discharging that obligation,
members should be entitled to rely on the honesty and integrity of the Company’s
senior executives and its outside auditors, attorneys and advisors, to the
fullest extent permitted by applicable law. Pursuant to Article 5 of
the Bylaws of the Company, the Committee shall have and may exercise all the
powers and authority of the Board of Directors in all matters required,
necessary or reasonable in the performance of the Committee purpose,
responsibility and functions described in this Charter.
The
Committee shall carry out the duties and responsibilities set forth
below. These functions should serve as a guide with the understanding
that the Committee may determine to carry out additional functions and adopt
additional policies and procedures as may be appropriate in light of changing
business, legislative, regulatory, legal, or other conditions. The
Committee shall also carry out any other responsibilities and duties delegated
to it by the Board of Directors from time to time related to the purposes of the
Committee outlined in this Charter.
In
discharging its oversight role, the Committee is empowered to study or
investigate any matter of interest or concern that the Committee deems
appropriate and shall have the sole authority, without seeking Board of
Directors approval, to retain outside counsel or other advisors for this
purpose, including the sole authority to approve the fees payable to such
counsel or advisors and any other terms of retention. In addition to
individual compensation to members for serving on the Committee as reasonably
determined by the Board of Directors, the Company shall provide appropriate
funding, as determined by the Committee, for payment of (i) compensation to any
counsel, experts or other advisers employed by the Committee, (ii) obtaining any
insurance coverage deemed reasonable or necessary by the Committee, and (iii)
funding ordinary administrative expenses of the Committee that it deems
reasonable or necessary in carrying out its duties, subject only to any
limitations imposed by applicable laws, rules and regulations.
Board
of Directors Selection, Composition, and Evaluation
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1.
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Establish
criteria for the selection of new directors to serve on the Board of
Directors.
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2.
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Identify
individuals believed to be qualified as candidates to serve on the Board
of Directors and select, or recommend that the Board of Directors select,
the candidates for all directorships to be filled by the Board of
Directors or by the shareholders at an annual or special
meeting. In identifying candidates for membership on the Board
of Directors, the Committee shall take into account all factors it
considers appropriate, which may include strength of character, mature
judgment, career specialization, relevant technical skills, diversity, and
the extent to which the candidate would fill a present need on the Board
of Directors.
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3.
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Review
and make recommendations to the full Board of Directors, or determine,
whether members of the Board should stand for
re-election. Consider matters relating to the retirement of
Board of Directors members, including term limits or age
caps.
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4.
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In
the case of a director nominated to fill a vacancy on the Board of
Directors due to an increase in the size of the Board of Directors,
recommend to the Board of Directors the class of directors in which the
director-nominee should
serve.
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5.
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Conduct
all necessary and appropriate inquiries into the backgrounds and
qualifications of possible candidates. In that connection, the
Committee shall have sole authority to retain and to terminate any search
firm to be used to assist in identifying candidates to serve as directors
of the Company, including sole authority to approve the fees payable to
such search firm and any other terms of
retention.
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6.
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Consider
questions of independence and possible conflicts of interest of members of
the Board of Directors and executive
officers.
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7.
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Review
and make recommendations, as the Committee deems appropriate, regarding
the composition and size of the Board of Directors in order to ensure the
Board of Directors has the requisite expertise and its membership consists
of persons with sufficiently diverse and independent
backgrounds.
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8.
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Oversee
the evaluation, at least annually, and as circumstances otherwise dictate,
of the Board of Directors and
management.
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Committee
Selection and Composition
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9.
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Recommend
members of the Board of Directors to serve on the committees of the Board
of Directors, giving consideration to the criteria for service on each
committee as set forth in the charter for such committee, as well as to
any other factors the Committee deems relevant, and when appropriate, make
recommendations regarding the removal of any member of any
committee.
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10.
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Recommend
members of the Board of Directors to serve as the Chairperson of the
committees of the Board of
Directors.
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11.
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Establish,
monitor, and recommend the purpose, structure, and operations of the
various committees of the Board of Directors, the qualifications and
criteria for membership on each committee of the Board of Directors, and
as circumstances dictate, make any recommendations regarding periodic
rotation of directors among the committees and impose any term limitations
of service on any Board of Directors
committee.
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12.
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Periodically
review the charter and composition of each committee of the Board of
Directors and make recommendations to the Board of Directors for the
creation of additional committees or the elimination of Board of Directors
committees.
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Continuity
/ Succession Planning Process
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13.
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Oversee
and approve the management continuity planning process. Review and
evaluate the succession plans relating to the Chief Executive Officer and
other executive officer positions and make recommendations to the Board of
Directors with respect to the selection of individuals to occupy these
positions.
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Reports
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14.
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Report
regularly to the Board of Directors following meetings of the Committee,
(a) with respect to such matters as are relevant to the Committee’s
discharge of its responsibilities, and (b) with respect to such
recommendations as the Committee may deem appropriate. The report to the
Board of Directors may take the form of an oral report by the Chairman or
any other member of the Committee designated by the Committee to make such
report.
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15.
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Maintain
minutes or other records of meetings and activities of the
Committee.
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Corporate
Governance
To the
extent deemed appropriate by the Board of Directors and the Committee, the
Committee will do as follows:
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16.
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Consider
the adequacy of the certificate of incorporation and bylaws of the Company
and recommend to the Board of Directors, as conditions dictate, that it
propose amendments to the certificate of incorporation and bylaws for
consideration by the
stockholders.
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17.
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Develop
and recommend to the Board of Directors a set of corporate governance
principles applicable to the Company and keep abreast of developments with
regard to corporate governance to enable the Committee to make
recommendations to the Board of Directors in light of such developments as
may be appropriate.
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18.
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Consider
policies relating to meetings of the Board of Directors. This
may include meeting schedules and locations, meeting agendas, and
procedures for delivery of materials in advance of
meetings.
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Indemnification
The
Company shall, to the maximum extent and in the manner permitted by Section 145
of the Delaware General Corporation Law, indemnify each member of the Committee
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that such person is or was a member of the Committee and/or the Board of
Directors.