Sigmatron International, Inc.
The Board of Directors of SigmaTron International, Inc. (“SigmaTron”) has created a Nominating Committee in order for the Committee to (1) identify and recommend the director nominees to be proposed by SigmaTron’s Board of Directors for each annual meeting of stockholders (2) implement the Board’s criteria for selecting new directors, (3) assist the Board where requested in the appointment of members of SigmaTron’s committees of the Board, and (4) consider, develop, review and recommend to the Board any corporate governance policies deemed appropriate or necessary.
Composition of the Committee.
At Least Three Members. There shall be at least three directors serving on the Committee, with a chair appointed by the Board.
Independence. All Committee members shall be independent as defined in the Nasdaq listing standards in effect from time to time (the “listing standards”) and applicable laws, unless the listing standards permit otherwise.
Appointment. Subject to the requirements of the listing standards, the Board may appoint and remove Committee members in accordance with SigmaTron’s by-laws. Committee members shall serve for such term as may be fixed by the Board, or at the will of the Board if no specific term is fixed.
Committee Functions. The Committee will:
- Qualifications of Directors: periodically assess, develop and communicate with the full Board concerning appropriate criteria for nominating and appointing directors, including but not limited to the Board’s size and composition, the needs of the Company with respect to the particular talents and experience of its directors; the personal and professional integrity of the candidate; the candidate’s level of education and business experience; the level of understanding of the Company’s business and the electronic manufacture services industry and the candidate’s broad base business acumen; the candidate’s strategic thinking and willingness to share ideas and the diversity of the candidate’s experiences, expertise and background as well as other areas that are expected to be contributed to an effective Board.
- Director Nominees: consider, recommend and recruit candidates for election to the Board at each annual meeting of stockholders; to review candidates recommended by shareholders, establish the procedures by which such shareholder candidates will be considered by the Committee and publish these procedures in the Company’s annual meeting proxy statement; conduct the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates.
- Committee Appointments: If and when requested periodically by the Board, identify and recommend to the Board the candidates for appointment by the Board for service on the audit, compensation, nominating and other key committees of the Board.
- Retention of Search Firm. have sole authority to retain and terminate any search firm used to identify director candidates and to approve the search firm’s fees and other retention terms.
- CEO Consultation: actively consult with SigmaTron’s chief executive officer as representative of SigmaTron’s management prior to recommending to the Board the nomination of any incumbent or new director nominees for election at the annual meeting or appointment to fill a vacancy.
- Governance Policies: consider, develop, review and recommend to the Board any corporate governance policies deemed appropriate or necessary.
- Board Review: periodically assess the composition of the Board in light of the skills and background of incumbent directors, changed circumstances, if any, affecting individual directors which may bear on future service as Board members, the number of other boards served on by each director, and the Board’s plans and policies for succession planning for senior management, and otherwise provide oversight for an annual review of the performance of the full Board.
- Other Functions: perform any other activities consistent with this Charter, the By-laws and applicable listing standards and laws as the Committee or the Board of Directors considers appropriate.
Meetings, Reports and Resources of the Committee.
Meetings. The Committee will meet at least one time each year and as often as necessary to carry out its responsibilities. The Committee may in lieu of meeting act by unanimous written consent as the Committee may decide.
The Committee, as it may determine to be appropriate, may meet in separate executive sessions with other directors, the chief executive officer and other SigmaTron employees, agents or representatives invited by the Committee.
Procedures. The Committee may establish its own procedures, including the formation and delegation of authority to subcommittees, in a manner not inconsistent with this Charter, the By-laws or the listing standards. The chairman or majority of the Committee members may call meetings of the Committee. A majority of the authorized number of Committee members shall constitute a quorum for the transaction of Committee business and the vote of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee, unless in either case a greater number is required by this Charter, the By-laws or the listing standards. The Committee shall keep written minutes of its meetings and deliver copies of the minutes to the corporate secretary for inclusion in the corporate records.
Committee Access and Resources. The Committee is at all times authorized to have direct, independent access to SigmaTron’s other directors, management and personnel and to retain advisors and experts appropriate to carry out the Committee’s purposes. The Committee is authorized to communicate in confidence with any of these individuals.
Nothing in this Charter is intended to preclude or impair the protection provided in Section 141(e) of the Delaware General Corporation Law for good faith reliance by members of the Committee on reports or other information provided by others.