Nominating & Corporate Governance Committee Charter
Purpose
The Nominating and Corporate Governance Committee is appointed by the Board of Directors of Houston Wire & Cable Company (the “Company”) to assist the Board in fulfilling its responsibilities by (1) identifying individuals qualified to become board members, consistent with criteria approved by the Board, and (2) recommending to the Board director nominees for the next annual meeting of shareholders.
The Committee will consist of at least three directors, all of whom, subject to any applicable phase-in rules, meet the independence requirement contained in the NASDAQ listing standards as determined by the Board. The Board will appoint the Committee members annually. Members may be replaced by the Board at any time in its discretion, but shall otherwise serve until a successor has been named. The Chair will be appointed by the Committee and may be removed by the Committee in its discretion. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors. This charter specifies the scope of authority and responsibility of the Committee.
Meetings
The Committee shall meet as often as its members deem necessary to perform the Committee’s responsibilities, but in no event less than two times a year.
Committee Authority and Responsibilities
The Committee will have the authority, to the extent it deems necessary or appropriate, to retain a search firm to be used to identify director candidates. The Committee shall have authority to retain and terminate any such search firm, including authority to approve the firm’s fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other advisors employed by the Committee.
The Committee will make regular reports to the Board and will propose any necessary action to the Board. The Committee will review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.
The Committee will:
- Identify individuals qualified to become members of the Board, consistent with criteria approved by the Board.
- Establish, subject to approval by the full Board, criteria and personal qualifications to be used in making selections of candidates to the Board of Directors. Such criteria and qualifications may include business and financial experience and acumen, integrity, willingness to devote the necessary time and energy to fulfill the duties and responsibilities of a director, independence and other criteria and qualifications as the Committee determines to be appropriate under the circumstances.
- Recommend to the Board director nominees to be presented for shareholder approval at the annual meeting.
- Recommend to the Board directors for appointment to the Board Committees.
