GIRLS WHO INVEST, INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
1. Purpose
The Nominating and Corporate Governance Committee (the “Committee”) is a standing committee appointed by the Board of Directors (the “Board”) of Girls Who Invest, Inc. (the “Organization”) (1) to oversee and evaluate the Board’s performance and the Organization’s compliance with applicable corporate governance regulations, guidelines and principles, (2) to identify individuals qualified to become Board members, (3) to recommend to the Board proposed nominees for Board membership, (4) to recommend to the Board directors to serve on each standing committee of the Board and (5) to make recommendations to the Board regarding the role and contributions of directors to the Organization.
2. Committee Membership
The Committee shall be comprised of no fewer than three (3) members of the Board. The members and Chair of the Committee shall be appointed and removed by the Board.
3. Authority of the Committee
3.1 The Committee shall have unrestricted access to all information and all employees have been, and shall be, directed to cooperate with the Committee as requested by members of the Committee;
3.2 The Committee shall have the authority to obtain advice and assistance from outside legal or other advisors in its sole discretion to assist the Committee in fulfilling its responsibilities;
3.3 The Committee shall have the authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms;
3.4 The Committee may require officers and employees of the Organization to produce such information and reports, including reports to be provided annually or on other regular basis, as the Committee may deem appropriate; and
3.5 The Committee shall have such other authority as may be delegated to it by resolution of the Board.
4. Responsibilities of the Committee
4.1 Corporate Governance
(a) The Committee shall oversee all aspects of the Organization’s corporate governance functions on behalf of the Board;
(b) The Committee shall periodically review and assess the efficacy and adequacy of the Organization’s corporate governance polices, practices and procedures and, if it deems advisable or necessary, recommend to the Board corporate governance polices, best practices and procedures (or changes thereto) applicable to the Organization;
(c) The Committee shall monitor compliance with the Organization’s Amended and Restated By-laws (the “Bylaws”) and its corporate governance policies, including compliance with the Organization’s Conflict of Interest and Disclosure Policy, Whistleblower Policy and Code of Business Conduct and Ethics, and provide advice on issues of corporate governance to the Board;
(d) The Committee shall monitor and assess the relationship between the Board and management and make such recommendations as it may deem necessary with a view to ensuring that the Board is able to function independently of management;
(e) The Committee shall review and approve (or recommend to the Board for approval, as applicable) any changes recommended by management regarding the Organization’s corporate governance policies; and
(f) The Committee shall periodically review and if desirable approve or recommend to the Board for approval (as applicable) amendments to the Organization’s Bylaws and corporate governance policies, including the Organization’s Conflict of Interest and Disclosure Policy, Whistleblower Policy and Code of Business Conduct and Ethics.
4.2 Director Nomination and Evaluation
(a) The Committee shall periodically review and make recommendations to the Board regarding the role and contributions of directors to the Organization;;
(b) The Committee shall make recommendations to the Board regarding minimum qualifications of director candidates, and processes for identifying and nominating directors;
(c) The Committee shall identify individuals qualified to become Board members, and recommend director nominees to the Board for election;
(d) The Committee shall evaluate the business experience, or specialized skills or experience of director candidates. Diversity of background and experience, including diversity of race, ethnicity, international background, gender and age, are also important factors to be considered by the Committee when evaluating candidates for Board membership;
(e) The Committee shall determine each proposed nominee’s qualifications for service on the Board and conduct appropriate inquiries into the backgrounds and qualifications of possible nominees. Each nominee should be a person of integrity and be committed to devoting the time and attention necessary to fulfill his or her duties to the Organization;
(f) The Committee shall consider issues involving possible conflicts of interest of directors and potential directors;
(g) The Committee shall oversee an orientation program to familiarize new directors with the Organization’s business and operations, and oversee ongoing education for all directors regarding corporate governance matters;
(h) The Committee shall evaluate and recommend to the Board when new members should be added to the Board, and recommend a replacement member to the Board when a vacancy occurs on the Board by reason of disqualification, resignation, retirement, or death; and
(i) The Committee shall evaluate the performance of each director before recommending to the Board his or her nomination for an additional term as director.
4.3 Board and Committee Evaluation
(a) The Committee shall review and assess the independence of each director and potential directors in accordance with applicable legal requirements;
(b) The Committee shall consider annually, the establishment and membership of committees of the Board, the delegation of authority of such committees, the chairmanship of such committees and recommend to the Board director nominees for each committee;
(c) The Committee shall annually conduct a review of the performance of the Board as a whole, each Committee of the Board and of individual members of the Board based on such criteria and performance factors as the Committee may determine; and
(d) The Committee shall review and reassess the adequacy of this Charter on a regular basis and submit any proposed revisions to the Board for consideration and approval.
5. Meetings, Reports and Procedures
5.1 The Committee shall hold a minimum of two (2) regular meetings per year, which shall be scheduled as nearly as practicable to occur in connection with the quarterly meetings of the Board. Additional meetings may occur as the Committee or its Chair deems advisable. The Committee is governed by the rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of the Certificate of Incorporation and Amended and Restated Bylaws of the Organization, or (b) the New York Consolidated Laws, Not For-Profit Corporation Law.
5.2 In advance of every meeting, the Chair of the Committee, with the assistance of management of the Organization, as appropriate, shall prepare and distribute to the Committee members and others as deemed appropriate by the Chair, an agenda of matters to be addressed at the meeting.
5.3 The Committee shall keep adequate minutes of all its proceedings, and will report through the Committee Chair to the Board following meetings of the Committee. Committee members will be furnished with copies of the minutes of each meeting and any action taken.