Attached files
| file | filename |
|---|---|
| 10-K - APPLIED ENERGETICS, INC. | v177422_10k.htm |
| EX-23 - APPLIED ENERGETICS, INC. | v177422_ex23.htm |
| EX-99.3 - APPLIED ENERGETICS, INC. | v177422_ex99-3.htm |
EXHIBIT
99.2
Nominating
and Corporate Governance Committee Charter
The Board
of Directors (“Board”) of Applied Energetics, Inc. (“Company” or “Applied
Energetics”) is committed to establishing and maintaining corporate governance
practices designed to aid the long-term success of the Company and effectively
enhance and protect shareholder value. Central to effective corporate
governance at Applied Energetics is the Nominating and Corporate Governance
Committee (the “Committee”). This Committee reports to the Board on corporate
governance matters.
Membership
The
Committee is comprised of no less than two independent members of the Board.
Director independence, at a minimum, is consistent with applicable rules for
Nasdaq-traded issuers. Specific director independence guidelines are
specified in the Company’s “Corporate Governance Principles.” The
Committee maintains a chair. The chair is an independent member of
the Board. The Committee chair and members serve one year renewable
terms.
Responsibilities
The
Committee’s responsibilities include the following:
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Develop
and periodically review the effectiveness of the Board’s corporate
governance guidelines. The Committee makes recommendations on
revisions to these guidelines as appropriate. Included among
these responsibilities is keeping the Board apprised of impending
corporate governance guidelines and “best
practices.”
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Monitor
and protect the Board’s
independence.
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Oversee
and review the Company’s processes for providing information to the
Board.
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Recommend
appropriate Board structures and membership, including the removal of
directors, as necessary.
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Recommend
appropriate Board committee structures and membership including the
existence of a Lead Independent Director, in accordance with the Corporate
Governance Principles. The Board has determined that there are
three committees essential to effective governance. These are
the Audit, Compensation, and Nominating and Corporate Governance
Committees. The Board is committed to ensuring the independence
of these committees. Committee independence is evaluated in light of the
Sarbanes-Oxley Act of 2002, Nasdaq Rules and the Company’s “Corporate
Governance Principles”.
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Establish
procedures for the director nomination process and recommend nominees for
election or appointment to the Board. The Committee evaluates
the background and qualifications of director nominees, including those
nominated by the Company’s stockholders. To nominate a director
candidate for the Committee’s consideration, please submit the candidate’s
name and qualifications to the Board of Directors c/o Corporate Secretary,
3590 East Columbia Street, Tucson, Arizona
85714.
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Oversee
formal evaluation of the Board, all Board committees and the Company’s
Lead Independent Director. Included is formal assessment of
individual directors. All directors will be formally evaluated
prior to consideration for re-nomination to the
Board.
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Recommend
and review director compensation
policies.
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Determine
whether to appoint, conduct search for, and recommend appointment of a
Chief Executive Officer to fill any vacancy of such
office.
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Secure
the services of external search firms or other experts, as necessary and
appropriate. These services will be compensated from the
Company provided Board of Directors budget. This budget system
is designed to ensure the independence of such external
advisors.
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Promote
the quality of directors through continuing education
experiences.
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The
Committee shall annually review and evaluate the Committee
charter.
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Corporate
Governance Principles Applicable to Directors
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No
director shall stand for re-election who has not participated in at least
80% of the combined total of Board and committee meetings (for any
committee on which that member serves), unless excused from such meetings
for medical purposes, during the entire term for which he or she was
elected.
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The
independent directors of the Board will meet regularly in executive
session (with no management directors or management present) as often as
they shall determine, but at least semi-annually. Executive
sessions of the independent directors will be called and chaired by the
Chairman of the Board, if he is an independent director, or by the Lead
Independent Director. These executive session discussions may
include such topics as the independent directors
determine. During such executive sessions, the Board shall have
direct access to the Company’s CFO, General Counsel, CTO, or such other
officer of the corporation as the Board
directs.
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Any
director who is also the Chair of any Board committee shall resign as
committee chair at the end of the Company’s fiscal year, if such director
does not participate in at least 80% of the meetings for that committee
during the fiscal year, unless excused from such meetings for medical
purposes.
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