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目的
结构
过程
Duties, Responsibilities and Authority
报告的责任

I. 目的

The purpose of the Nominating and 公司治理 Committee shall be to:

  1. Identify individuals qualified to become members of the 董事会.
  2. Recommend individuals to the Board as director nominees and recommend directors to serve as members of Board committees.
  3. Develop and recommend to the Board a set of corporate governance guidelines.

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II. 结构

The Nominating and 公司治理 Committee shall consist of not less than three directors as appointed by the 董事会. Members may be removed by the 董事会 在其自由裁量权. Each member of the Committee shall be independent as defined by the New York Stock Exchange (the “纽交所”) for the purpose of this Charter. The Chairperson of the Committee shall be designated by the 董事会. The Committee Chairperson will preside at each Committee meeting. In the event the Committee Chairperson is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting chair for such meeting. 

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3. 过程

The Committee shall meet as often as necessary to carry out its responsibilities. Meetings may be held in person or by means of a conference telephone or other electronic technology allowing all persons participating in the meeting to hear each other at the same time. The Committee may ask members of management or others to attend Committee meetings and provide pertinent information when needed. At least half the members of the Committee will constitute a quorum with a majority of votes of those Committee members present at a meeting in which a quorum has been established being sufficient to adopt a resolution or otherwise take action. The Committee may act by unanimous consent without a meeting. The Committee may also delegate any of its responsibilities to subcommittees as the Committee may deem appropriate.

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IV. 职责、责任和权力

  1. Establish criteria for selecting new members of the 董事会.
  2. Lead the search for candidates qualified to become members of the 董事会, 考虑到多样性, 包括(但不限于)种族, 性别, sexual orientation and 性别 identity, 国籍, 种族, 专业背景, 具有地理和行业经验, and recommend individuals to the Board as director nominees.
  3. Review the Board of Director’s committee structure and recommend to the Board for its approval directors to serve as members of each Board committee.
  4. Develop and recommend to the Board and annually review a set of corporate governance guidelines.
  5. Oversee that an appropriate 商业行为和道德规范 is in place and that an appropriate Compliance Program is implemented by management to achieve and monitor compliance.
  6. Evaluate whether management is setting the appropriate tone at the top by communicating the importance of the Company’s 商业行为和道德规范.
  7. 审查所有事务, before such transactions are entered into, 如果可能的话, between the Company and any related persons that are required to be reported under the applicable SEC regulations governing related person transactions, and approve or ratify such transactions where appropriate.
  8. Oversee an annual self-evaluation of the Board and all committees of the Board.
  9. Oversee the annual evaluation of management by the Board.
  10. Conduct an annual performance evaluation of the Committee.
  11. 拥有唯一的权力, 在其自由裁量权, to retain and terminate any search firm to assist in the identification of director candidates, including sole authority to approve the firm’s fees and other retention terms.
  12. 审查和评估, 每年至少, the Nominating and 公司治理 Committee charter and submit changes for approval of the 董事会.
  13. Periodically review and assess the Company's environmental, 社会, 和治理项目, 政策, and practices and make recommendations to the Board in furtherance of the sustainable growth of the Company's businesses.
  14. Perform other functions as requested by the 董事会.

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V. 报告的责任

The Nominating and 公司治理 Committee is an arm of, 和负责, the 董事会 to which it directly reports. The Nominating and 公司治理 Committee is responsible for periodically updating the 董事会 about Committee activities and making appropriate recommendations.

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