Attached files
Exhibit 14.3
Novume
Solutions, Inc.
Governance
Committee Charter
Purpose
The
purpose of the Governance Committee is to ensure proper governance
of the Corporation by (1) reviewing and recommending improvements
to the Corporation’s governance guidelines and corporate
policies; (2) monitoring compliance with the Corporation’s
Code of Conduct; (3) training new members of the Board of
Directors; (4) reviewing the performance of the Board of Directors
and its various committees and making recommendations intended to
improve that performance, (5) evaluating and making recommendations
as to changes in the charters of the various Committees of the
Board of Directors, (6) evaluating the performance of the Chief
Executive Officer of the Corporation, (7) overseeing the
development and implementation of succession planning for
Corporation senior management positions; (8) identifying and
recommending candidates for nomination as members of the Board of
Directors and its committees and (9)
such other matters
as may be required to ensure compliance with the provisions of the
Delaware General Corporation Law (“DGCL”), the
requirements of any other federal or state laws or regulations
applicable to the corporation or the requirements of any exchange
on which the Corporation shall maintain a listing for its
securities.
Membership
The
Governance Committee shall consist of three directors, including at
least two independent directors. To the extent necessary or deemed
appropriate by the Board of Directors, additional Directors may be
appointed by the Board of Directors. A majority of the members of
the Governance Committee shall be independent, as determined by the
Board in accordance with these guidelines and as required by
applicable laws and regulations and the requirements of any
exchange on which the Corporation maintains a listing for any of
its securities.
Authority
and Responsibilities
The
following are the duties and responsibilities of the Governance
Committee:
1. Review the
Corporation’s committee charters, governance guidelines and
corporate policies at least once a year and recommend any changes
that the Governance Committee believes are appropriate. The
Governance Committee shall coordinate with the Audit Committee in
reviewing and recommending changes in policies concerning
investments, cash management, insider trading and
whistleblowers.
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2. Evaluate the
performance of the Board of Directors and its committees and make
recommendations to the Board of Directors from time to time as to
changes that the Governance Committee believes to be desirable to
the size of the Board or to the size, structure or function of any
committee thereof.
3. Identify
individuals believed to be qualified to become members of the Board
of Directors and recommend nominees to stand for election as
directors at the annual meeting of stockholders or, if applicable,
at a special meeting of stockholders. In the case of a vacancy in
the office of a director (including a vacancy created by an
increase in the size of the Board), the Governance Committee shall
recommend to the Board an individual to fill such vacancy either
through appointment by the Board or through election by
stockholders. In nominating candidates, the Governance Committee
shall take into consideration the criteria approved by the Board of
Directors as set forth in the Corporation’s governance
guidelines and such other factors as it deems appropriate. The
Governance Committee shall solicit recommendations for candidates
from members of the Corporation’s Board of Directors and
other sources deemed by the Governance Committee to be appropriate
and will consider candidates proposed by stockholders. The
Governance Committee may consider candidates proposed by
management, but is not required to do so.
4. Identify directors
qualified to fill vacancies on any committee of the Board
(including the Governance Committee) and recommend that the Board
appoint the identified director or directors to the respective
committee. In nominating a candidate for committee membership, the
Governance Committee shall take into consideration the factors set
forth in the charter of the committee, if any, as well as any other
factors it deems appropriate, including without limitation the
consistency of the candidate’s experience with the goals of
the committee and the interplay of the candidate’s experience
with the experience of other committee members.
5. Identify members of
the Board of Directors qualified to become the chair of any
committee of the Board of Directors (including the Governance
Committee) and recommend that the Board of Directors appoint the
identified director as chair of the committee.
6. Execute any other
duties or responsibilities expressly delegated to the Governance
Committee by the Board of Directors from time to time relating to
the nomination of Directors and committee members.
7. Review overall
performance and committee performance and any potential conflicts
of interest whenever a director is being considered for reelection
to the Board. If appropriate, initiate additional reviews of any
director's performance upon request of any Board
member.
8. Assist management
in the preparation of any required proxy statement disclosure
regarding director independence and the operations of the
Committee.
9. Develop, and review
at least annually, standards to be applied in making determinations
as to the existence of material relationships between the Company
and a director and provide the Board with its assessment of which
directors should be deemed “independent directors”
under the thencurrent standards applicable to the Board or
any committee thereof.
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10. Review and either
disapprove or grant approval or ratification of those transactions
between the Company and the Company’s directors, executive
officers, significant stockholders and their respective immediate
family members (each a “Related Person”) that are
required to be disclosed pursuant to Item 404(a) of Securities and
Exchange Commission Regulation SK, and administer that policy
unless otherwise directed by the Board.
11. Perform such other
reviews and assessments and make such other recommendations as the
Governance Committee deems appropriate to carry out the duties and
discharge the responsibilities of the Governance
Committee.
Unless
otherwise specifically permitted by the Board of Directors or
otherwise approved in the manner set forth in the
Corporation’s Code of Conduct, any transaction not in the
ordinary course of business between the Corporation and any person,
business entity or other organization (or any subsidiary, division
or affiliate thereof) directly or indirectly owned or controlled by
any director or officer of the Corporation or person related to
such director or officer, shall be reviewed and approved in advance
by a subcommittee composed of members of the Governance Committee
with no personal interest in such transaction. In connection with
the discharge of its responsibilities, any such subcommittee may
select, retain, terminate and approve the fees and other retention
terms of special counsel, financial consultants or other experts or
consultants, as it deems appropriate in connection with any review
and approval described above, without seeking approval of the Board
or management of the Corporation.
The
Committee shall have the resources and authority appropriate to
discharge its duties and responsibilities. In connection with the
discharge of its responsibilities, the Governance Committee shall
have sole authority, at the Corporation’s expense, to select,
retain, terminate and approve the fees and other retention terms of
such independent legal, financial or other advisors as they may
deem necessary, without consulting or obtaining approval of
Corporation management or the Board of Directors in advance. Other
committees and subcommittees may be given this authority by the
Board of Directors.
Meetings
and Procedures.
The
Governance Committee shall establish a schedule for at least four
regular meetings each year. Special meetings may be called by the
Chair of the Governance Committee in such manner as the Chair shall
determine to be appropriate to give the members of the Governance
Committee reasonable opportunity to participate in the meeting. A
majority of the members of the Governance Committee shall
constitute a quorum. A majority vote at a meeting at which a quorum
is present is sufficient for all actions taken by the Governance
Committee and any subcommittee thereof. The Governance Committee
and any such subcommittee may meet in person or telephonically as
frequently as required. However, if unanimous written consent of
the members is obtained, an in person or telephonic meeting shall
not be required in order for the Governance Committee or any such
subcommittee to take any action that the Governance Committee or
such subcommittee is authorized to take,
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The
Chair of the Governance Committee shall be nominated by the Lead
Director, if there is one, or otherwise by the Chair of Board of
Directors, and approved by the Board of Directors and may designate
a person to serve as Secretary of the Committee who is not required
to be a member of the Governance Committee. The Governance
Committee may form and delegate authority to subcommittees, and
provide for the structure and procedures to be followed by such
subcommittees, when appropriate.
The
Governance Committee shall make prompt written or oral reports of
its activities to the Board of Directors, which shall include
appropriate details of any approvals which are or may be binding on
the Corporation. In the event of any dissenting votes, the report
shall contain an explanation of the reason for the dissenting
vote.
Self-Assessments
and Charter Review
The
Governance Committee shall annually conduct a confidential review
of its own performance which shall compare the performance of the
Governance Committee with the requirements of this charter. No
report of its annual assessment shall be required. The Governance
Committee shall also periodically review and reassess the adequacy
of this Charter and recommend any proposed changes to the Board of
Directors for approval.
As approved by
the Board of Directors on August 23,
2017.
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