Nominating and Governance Committee Charter
Policy: This charter defines the membership and responsibilities of the Nominating and Governance Committee of the Board of Directors of Pacific Ethanol.
Purpose: The purpose of the Nominating and Governance Committee of the Board of Directors of Pacific Ethanol, Inc is to ensure that the Board of Directors is properly constituted to meet the its fiduciary obligations to the stockholders and the Company and that the Company has and follows appropriate governance standards. To carry out this purpose, the Nominating Committee shall: 1) assist the Board of Directors by identifying prospective director nominees and to recommend to the Board of Directors nominees for the next annual meeting of stockholders; 2) develop and recommend to the Board of Directors the governance principles applicable to the Company; 3) oversee the evaluation of the Board of Directors and management; 4) recommend to the Board of Directors nominees for each committee.
Procedures:
Committee Membership and Organization
The Nominating Committee shall be comprised of no fewer than two (2) members.
The members of the Nominating Committee shall meet the independence requirements of the National Association of Securities Dealers.
The members of the Nominating Committee shall be appointed and replaced by the Board of Directors.
Committee Responsibilities and Authority
The responsibilities of the Nominating and Governance Committee are set forth below:
Evaluate the current composition, organization and governance of the Board of Directors and its committees, determine future requirements and make recommendations to the Board of Directors for approval.
Determine on an annual basis desired Board of Director qualifications, expertise and characteristics and conduct searches for potential Board of Directors members with corresponding attributes. Evaluate and propose nominees for election to the Board of Directors. In performing these tasks, the Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates.
Oversee the Board of Directors performance evaluation process including conducting surveys of director observations suggestions and preferences.
Evaluate and make recommendations to the Board of Directors concerning the appointment of directors to the Board of Directors committees, the selection of board of Directors committee chairs and the proposal of the Board of Directors slate for election.
Consider shareholder nominees for election to the Board of Directors.
Evaluate and recommend termination of membership of individual directors in accordance with the Board of Director’s governance principles, for cause or for other appropriate reasons.
Conduct an annual review on succession planning, report its findings and recommendations to the Board of Directors and work with the Board of Directors in evaluating potential successors to executive management positions.
Coordinate and approve Board of Directors and committee meeting schedules.
Review and re-examine this Charter annually and make recommendations to the Board of Directors for any proposed changes.
Annually review and evaluate its performance.
Delegation
The Nominating Committee shall have the authority to delegate any of its responsibilities to subcommittees as the committee may deem appropriate in its sole discretion.
Retaining Consultant
The Nominating Committee shall have authority to retain such compensation consultants, outside counsel and other advisors as the committee may deem appropriate in its sole discretion. The committee shall have sole authority to approve related fees and retention terms.
Meetings
It is anticipated that the Nominating Committee will meet at least twice each year. However, the Nominating Committee may establish its own schedule, which it will provide to the Board of Directors in advance.
Minutes
The Nominating Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.
Reports
The Nominating Committee will provide written reports to the Board of Directors of the Company regarding recommendations of the Nominating Committee submitted to the Board of Directors for action and copies of the written minutes of its meetings.