Attached files
file | filename |
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S-1/A - S-1/A - Armstrong Energy, Inc. | c64870a4sv1za.htm |
EX-3.4 - EX-3.4 - Armstrong Energy, Inc. | c64870a4exv3w4.htm |
EX-23.3 - EX-23.3 - Armstrong Energy, Inc. | c64870a4exv23w3.htm |
EX-99.2 - EX-99.2 - Armstrong Energy, Inc. | c64870a4exv99w2.htm |
EX-99.1 - EX-99.1 - Armstrong Energy, Inc. | c64870a4exv99w1.htm |
EX-23.2 - EX-23.2 - Armstrong Energy, Inc. | c64870a4exv23w2.htm |
EX-10.61 - EX-10.61 - Armstrong Energy, Inc. | c64870a4exv10w61.htm |
EX-10.54 - EX-10.54 - Armstrong Energy, Inc. | c64870a4exv10w54.htm |
EX-10.45 - EX-10.45 - Armstrong Energy, Inc. | c64870a4exv10w45.htm |
EX-10.52 - EX-10.52 - Armstrong Energy, Inc. | c64870a4exv10w52.htm |
Exhibit 99.3
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE OF ARMSTRONG ENERGY, INC.
COMMITTEE OF ARMSTRONG ENERGY, INC.
I. | MEMBERSHIP |
The Nominating and Corporate Governance Committee (the Committee) of the board of directors
(the Board) of Armstrong Energy, Inc. (the Company) shall consist of three or more directors.
Each member of the Committee shall be independent in accordance with the rules of the NASDAQ stock
market.
The members of the Committee shall be appointed by the Board. The members of the Committee
shall serve for such term or terms as the Board may determine or until earlier resignation or
death. The Board may remove any member from the Committee at any time with or without cause.
II. | PURPOSE |
The purpose of the Committee is to carry out the responsibilities delegated by the Board
relating to the Companys director nominations process and procedures, developing and maintaining
the Companys corporate governance policies and any related matters required by the federal
securities laws.
III. | DUTIES AND RESPONSIBILITIES |
The Committee shall have the following authority and responsibilities:
| To determine the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the Director Criteria). | ||
| To identify and screen individuals qualified to become members of the Board, consistent with the Director Criteria. The Committee shall consider any director candidates recommended by the Companys stockholders pursuant to the procedures described in the Companys proxy statement. The Committee shall also consider any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules and regulations and the provisions of the Companys charter documents. | ||
| To make recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders. | ||
| To develop and recommend to the Board a set of corporate guidelines applicable to the Company, to review these principles at least once a year and to recommend any changes to the Board, and to oversee the Companys corporate governance practices, including reviewing and recommending to the Board for approval any |
changes to the other documents and policies in the Companys corporate governance framework, including its certificate of incorporation and bylaws. | |||
| To develop, subject to approval by the Board, a process for an annual evaluation of the Board and its committees and to oversee the conduct of this annual evaluation. | ||
| To review the Boards committee structure and composition and to make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairpersons annually. | ||
| If a vacancy on the Board and/or any Board committee occurs, to identify and make recommendations to the Board regarding the selection and approval of candidates to fill such vacancy either by election by stockholders or appointment by the Board. | ||
| To develop and recommend to the Board for approval standards for determining whether a director has a relationship with the Company that would impair its independence. | ||
| To review and discuss with management the disclosure regarding the operations of the Committee and director independence, and to recommend that this disclosure be included in the Companys proxy statement or annual report on Form 10-K, as applicable. | ||
| To monitor compliance with the Companys Code of Business Conduct and Ethics (the Code), to investigate any alleged breach or violation of the Code and to enforce the provisions of the Code. | ||
| To develop and recommend to the Board for approval a CEO succession plan (the Succession Plan), to review the Succession Plan periodically with the CEO and recommend to the Board any changes and any candidates for succession under the Succession Plan. | ||
| To develop and oversee a Company orientation program for new directors and a continuing education program for current directors. |
IV. | OUTSIDE ADVISORS |
The Committee shall have the authority, in its sole discretion, to select, retain and obtain
the advice of a director search firm as necessary to assist with the execution of its duties and
responsibilities as set forth in this Charter. The Committee shall set the compensation, and
oversee the work, of the director search firm. The Committee shall have the authority, in its sole
discretion, to retain and obtain the advice and assistance of outside counsel and such other
advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The
Committee shall set the compensation, and oversee the work, of its outside counsel and other
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advisors. The Committee shall receive appropriate funding from the Company, as determined by the
Committee in its capacity as a committee of the Board, for the payment of compensation to its
compensation consultants, outside counsel and any other advisors.
The director search firm, outside counsel and any other advisors retained by the Committee
shall be independent as determined in the discretion of the Committee.
V. | STRUCTURE AND OPERATIONS |
The Board shall designate a member of the Committee as the chairperson. The Committee shall
meet at least quarterly, and at such times and places as it deems necessary to fulfill its
responsibilities. The Committee shall report regularly to the Board regarding its actions and make
recommendations to the Board as appropriate. The Committee is governed by the same rules regarding
meetings (including meetings in person or by telephone or other similar communications equipment),
action without meetings, notice, waiver of notice, and quorum and voting requirements as are
applicable to the Board.
The Committee shall review this Charter at least annually and recommend any proposed changes
to the Board for approval.
VI. | DELEGATION OF AUTHORITY |
The Committee shall have the authority to delegate any of its responsibilities, along with the
authority to take action in relation to such responsibilities, to one or more subcommittees as the
Committee may deem appropriate in its sole discretion.
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