UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 20, 2020
Date of Report (Date of earliest event reported)
PETVIVO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55167 | 99-0363559 | ||
|
(State
or other jurisdiction of
incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
|
5251 Edina Industrial Blvd. Edina, Minnesota |
55349 | |
| (Address of principal executive offices) | (Zip Code) |
(952) 405-6216
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock | PETV | OTCQB |
| Item 8.01 | Other Events. |
Effective as of November 20, 2020, the Board of Directors of PetVivo Holdings, Inc. (the “Company”) adopted and approved an Amended and Restated (i) Charter of the Audit Committee and (ii) a Charter of the Compensation Committee which are attached hereto as Exhibits 99.1 and 99.2. The Company also adopted a Nominating and Corporate Governance Committee Charter, which is attached hereto as Exhibit 99.3. Each charter will be posted on the Company’s website, www.petvivo.com, as soon as practicable.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Charter of the Audit Committee | |
| 99.2 | Charter of the Compensation Committee | |
| 99.3 | Nominating and Corporate Governance Committee Charter |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PETVIVO HOLDINGS, INC. | ||
| Date: November 23, 2020 | By: | /s/ John Lai |
| Name: | John Lai | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Petvivo Holdings, INC.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
Effective as of November 20, 2020
I. PURPOSE
The purpose of the Audit Committee (“Committee”) of PetVivo Holdings, Inc. (the “Company”) is to assist the Board of Directors (“Board”) in fulfilling its responsibility for the oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of the Company, and such other duties as directed by the Board. The Committee’s purpose is to oversee the accounting and financial reporting processes of the Company, the audits of the Company’s financial statements, the qualifications of the public accounting firm engaged as the Company’s independent auditor to prepare or issue an audit report on the financial statements of the Company and internal control over financial reporting, and the performance of the Company’s internal audit function and independent auditor. The Committee reviews and assesses the qualitative aspects of the Company’s financial reporting to shareholders, the Company’s financial risk assessment and management, and the Company’s ethics and compliance programs. The Committee is directly responsible for the appointment (subject to shareholder ratification), compensation, retention, and oversight of the independent auditor. The Committee also reviews and assesses the Company’s processes to manage and control risk, except for risks assigned to other committees of the Board or retained by the Board.
II. COMPOSITION
Audit Committee will consist of three or more directors, with the exact number determined by the Board. Each Committee member will:
| 1. | Qualify as an “independent director” in accordance with the rules (the “NASDAQ Rules”) of the NASDAQ Stock Market, except as may otherwise permitted by the NASDAQ Rules; | |
| 2. | Qualify as “independent” for the purposes of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as may otherwise be permitted by the Exchange Act; | |
| 3. | Not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; | |
| 4. | Have the ability to read and understand fundamental financial statements; | |
| 5. | Have at least one member qualified as an “audit committee financial expert” as defined in Exchange Act and have “financial sophistication” under the NASDAQ Rules; |
| 6. | Not serve simultaneously on the audit committee of more than two other public companies (the Chair may not serve simultaneously on the audit committee of more than one other public company); | |
| 7. | Be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgement as a Committee member; | |
| 8. | Meet any other requirements imposed by applicable law, regulations or rules, subject to any applicable exemptions and transition provisions. |
The members of the Committee will be appointed by the Board based on recommendations from the Nominating and Corporate Governance Committee of the Board. The members of the Committee will be appointed for one-year terms and will serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at any time, with or without cause. The Board may appoint a Committee member to serve as the chairperson for the Committee (the “Chair”), who will set the agenda for Committee meetings and conduct the proceedings of those meetings. If the Board does not appoint a Chair, the Committee members may designate a chair by their majority vote.
III. DUTIES AND RESPONSIBILITIES
The principal responsibilities and duties of the Committee are set forth below. These duties are set forth as a guide with the understanding that the Committee will carry them out in a manner that is appropriate given the Company’s needs and circumstances. The Board or Committee may supplement them as appropriate and may establish policies and procedures from time to time that it deems necessary or advisable in fulfilling its responsibilities.
| A. | Independent Auditors |
| 1. | Appointment and Oversight of Independent Auditors. The Committee will appoint the independent auditor to examine the Company’s accounts, controls and financial statements. The Committee has sole responsibility for the appointment, compensation, retention, termination (if necessary) and oversight of the work of any registered public accounting firm engaged (including resolution of disagreements between the Company’s management and the firm regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and the independent auditor and each such registered public accounting firm will report directly to the Committee. |
| 2. | Auditor Independence and Qualifications; Evaluation and Rotation |
| a. | The Committee is responsible for assessing the independent auditor’s qualifications, performance and independence annually. In connection with this assessment, the Committee will make sure it reviews, on an annual basis, all relationships between the independent auditor and the Company, including those described iii the formal written statement that the Committee obtains annually from the independent auditor under applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”). |
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| b. | The Committee will obtain and review an annual report from the independent auditors describing (i) the independent auditors’ internal quality control procedures and (ii) any material issues raised by any recent internal quality control review, peer review, or PCAOB review, of the independent auditors, and steps taken to deal with any such issues. |
| c. | In connection with its annual assessment of the independent auditor’s qualifications, performance and independence, the Committee will evaluate the lead audit partner, ensure the regular rotation of the lead audit partner at the Company’s independent auditors and consider regular rotation of the accounting firm serving as the Company’s independent auditors. |
| 3. | Approval of Audit and Non-Audit Services |
| a. | The Committee will review the independent auditor’s audit planning, scope and staffing. |
| b. | The Committee will pre-approve all audit related and non-audit related services provided to the Company by the independent auditor. The Committee may establish pre-approval policies and procedures, as permitted by the NASDAQ Rules, the Exchange Act and any applicable law. |
| 4. | Interaction and Independent Auditor |
| a. | The Committee will obtain, at least annually, required reports from the independent auditor, including (i) such firm’s internal quality control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and (iii) any steps taken to deal with any such issues. In addition, the Committee will review and, to the extent warranted, discuss with the independent auditor such reports and any other matters required to be reviewed under applicable legal or regulator), requirements or NASDAQ Rules. |
| b. | The Committee will periodically consult with the independent auditor out of the presence of the Company’s management about the Company’s internal controls, the fullness and accuracy of the Company’s financial statements, any audit problems or difficulties and management’s response, and any other matters that the Committee or independent auditor believes should be discussed privately with the Committee. |
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| c. | To review and discuss with the Company’s independent auditor: (i) all critical accounting policies and practices to be used in the audit; (ii) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the auditors; and (iii) other material written communications between the auditors and management. |
| d. | The Committee will review and concur with any Company hiring of employees or former employees of the independent auditor who were engaged on the Company’s account or otherwise, as required by applicable legal or regulatory requirements or NASDAQ Rules. |
| B. | Financial Statements and Disclosures |
| 1. | Financial Statements and Disclosures |
| a. | The Committee will meet to review and discuss with the independent auditor and the Company’s management the Company’s quarterly financial statements and annual audited financial statements, including the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” |
| b. | The Committee will be responsible for recommending to the Board whether the annual audited financial statements should be included in the Company’s annual report on Form 10-K. |
| c. | The Committee will cause to be prepared and review a report to the Company’s stockholders for inclusion in the Company’s proxy statement as required by the Exchange Act. |
| d. | The Committee will discuss with the independent auditors and die Company’s management any items appropriate or required to be discussed in accordance with applicable PCAOB standards in connection with the preparation of financial statements of the Company. |
| 2. | Earnings Announcements and Other Financial Information. The Committee will discuss generally with the Company’s management and the independent auditor, as appropriate, the type of information to be disclosed and type of presentation to be made regarding the Company’s earnings press releases and other financial information released to analysts and rating agencies. |
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| 3. | Ongoing Reviews. In connection with the foregoing, the Committee will review the Company’s financial reporting and accounting standards and principles, significant changes in such standards or principles or in their application and the key accounting decisions acting the Company’s financial statements. |
| C. | Internal Audit Function |
| 1. | Oversight. The Committee will oversee the activities of the Company’s internal audit function, including review of any process of appointment and/or replacement of the senior employee in charge of the internal audit function. |
| 2. | Separate Meeting with Internal Audit Function. The Committee will periodically meet separately with the internal audit function out of the presence of the Company’s management. The Committee will review any significant reports to the Company’s management prepared by the internal audit function and management’s responses. |
| D. | Controls and Procedures |
| 1. | Review of Processes Systems, Controls and Procedures. The Committee will review and discuss with the independent auditor and the Company’s management their periodic reviews of the Company’s accounting and financial reporting processes, systems of internal control (including any significant deficiencies and material weaknesses identified in their design or operation), and disclosure controls and procedures (and management’s reports thereon). |
| 2. | Review of Legal and Compliance Matters. Review with management, at least annually, (i) the Company’s program for promoting and monitoring compliance with applicable legal and regulatory requirements, and (ii) the Company’s major legal compliance risk exposures and the steps management has taken to monitor or mitigate such exposures, including the Company’s procedures and any related policies with respect to risk assessment and risk management. |
| 3. | Oversight of Risk Assessment and Risk Management. The Committee will discuss with the Company’s management the Company’s major financial risk and enterprise exposures and the steps management has taken to monitor and control such exposures, including the Company’s procedures and any related policies with respect to risk assessment and risk management. |
| 4. | Whistleblower Procedures. The Committee is responsible for establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
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| E. | General |
| 1. | Related Party Transactions. The Committee will review and approve any proposed transaction between the Company and any related party, as defined by applicable law, the Exchange Act, and the NASDAQ Rules. |
| 2. | Ethics Waivers. The Committee will consider requested waivers of the Company’s Code of Business Conduct and Ethics involving a member of the Nominating and Corporate Governance Committee and retain authority to grant any such waivers. |
| 3. | Legal and Regulatory Oversight. The Committee will periodically review with the Company’s management the status of any legal or regulatory matters that could have a significant impact on the Company’s financial statements. |
| 4. | Other Activities. The Committee will perform any other activities required by applicable law, rules or regulations, including the Exchange Act and NASDAQ Rules, and take such other actions and perform and carry out any other responsibilities and duties delegated to it by the Board or as the Committee deems necessary or appropriate consistent with its purpose. |
IV. STUDIES AND OUTSIDE ADVISORS
The Committee, in discharging its responsibilities, may conduct, direct., supervise or authorize studies of, or investigations into, any matter that the Committee deems appropriate, with full and unrestricted access to all books, records, documents, facilities and personnel of the Company. The Committee has the sole authority and right, at the expense of the Company, to retain legal and other consultants, accountants, experts and advisors of its choice (collectively, the “Outside Advisors”) to assist the Committee in connection with its functions, including any studies or investigations. The Committee will have the sole authority to approve the fees and other retention terms of such advisers. The Company will provide for appropriate funding, as determined by the Committee, for (i) the payment of compensation to any Outside Advisor retained by the Committee and (ii) ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its functions.
V. MEETINGS
The Committee will meet at least four times a year at such times and places deemed appropriate by the Committee or its Chair. The Committee will report regularly to the Board on its discussions and actions, including any significant issues or concerns that arise at its meetings, and will make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
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The Committee will meet separately, and periodically, with management and representatives of the Company’s independent auditors, and will invite such individuals to its meetings as it deems appropriate, to assist in carrying out its duties and responsibilities. However, the Committee will meet regularly without such individuals present.
VI. DELEGATION OF AUTHORITY
The Committee may, as it deems appropriate in its sole discretion, form and delegate authority to one or more subcommittees to the extent permitted under applicable law and the Company’s governing documents.
VII. REVIEW OF COMMITTEE COMPOSITION, PERFORMANCE AND CHARTER
The Committee will evaluate the Committee’s composition and performance on an annual basis. The Committee will review and reassess the adequacy of this Charter on an annual basis, and recommend to the Board any changes the Committee determines are appropriate.
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Exhibit 99.2
Petvivo holdings, inc.
CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Effective as of November 20, 2020
I. PURPOSE
The purpose of the Compensation Committee (“Committee”) of PetVivo Holdings, Inc. (the “Company”) is to discharge the responsibilities delegated by the Board of Directors (“Board”) relating to the review, recommendation, and approval of all forms executive compensation, including overseeing and administering all compensation plans, policies and programs maintained by the Company. The Committee has the authority to undertake the specific duties listed below, and will have the authority to undertake such other specific duties as the Board may prescribe.
II. COMPOSITION
The Committee will consist of two or more directors, with the exact number determined by the Board. Each member of the Committee will be:
| 1. | Independent in accordance with the rules (the “NASDAQ Rules”) of the NASDAQ Stock Market; |
| 2. | Qualified as a “non-employee director” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code, as amended; |
| 3. | Free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member |
The members of the Committee will be appointed by the Board based on recommendations from the Nominating and Corporate Governance Committee. Committee members will be appointed for one-year terms and will serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at any time, with or without cause. The Board may appoint a Committee member to serve as the chairperson for the Committee (the “Chair”), who will set the agenda for Committee meetings and conduct the proceedings of those meetings. If the Board does not appoint a Chair, the Committee members may designate a chair by their majority vote.
III. DUTIES AND RESPONSIBILITIES
The Committee will have the following authority and responsibilities:
| 1. | Review, at least annually, the Company’s overall compensation strategy, including any base salary, incentive compensation and equity-based grants, to assure that it provides appropriate rewards and incentives, promotes stockholder interests and supports the Company’s strategic and tactical objectives. The Committee will consider whether compensation arrangements encourage excessive risk-taking, and will evaluate compensation policies and practices that could mitigate any such risk |
| 2. | Review and approve, at least annually, (i) the corporate goals and objectives applicable to the compensation of the chief executive officer (“CEO”), (ii) the CEO’s performance light of those goals and objectives, and (iii) determine and approve the CEO’s compensation level based on this evaluation. The CEO will not be present during any Committee deliberations or voting with respect to his or her compensation, but the CEO may participate in discussions regarding compensation for the Company’s other Executive Officers. In determining the long-term incentive component of CEO compensation, the Committee may consider the Company’s performance and relative shareholder return, the value of similar incentive awards given to CEOs at comparable companies and the awards given to the Company’s CEO in past years. |
| 3. | Review and approve from time to time, as determined by the Committee, the performance and compensation of the Company’s “executive officers” and “officers” (collectively, the “Executive Officers”), as defined by the Exchange Act. No Executive Officer will be present during any Committee deliberations or voting with respect to his or her compensation. The Committee will take account of the CEO’s recommendation and evaluation of each individual’s performance, the Company’s overall performance and comparable compensation paid to similarly-situated executives in comparable companies. |
| 4. | Review, at least annually, the form and amount of director compensation for service on the Board and Board committees and to recommend any changes to the Board, including non-employee directors. |
| 5. | Review and approve and, when appropriate, recommend to the Board for approval, incentive compensation plans and equity-based plans, and where appropriate or required, recommend plans for approval by the Company’s stockholders. The Committee’s authority includes the ability to adopt, amend, administer and terminate such plans. |
| 6. | Prepare a report which describes, in compliance with Regulation S-K: (i) that the Committee reviewed and discussed the Compensation Discussion and Analysis with management, and (ii) based on the review and discussions, the Committee recommends to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement and incorporated into the Company’s annual report. |
| 7. | To review, and approve and, when appropriate, recommend to the Board for approval, any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the CEO and the Executive Officers. The Committee’s authority includes the ability to adopt, amend and terminate such agreements, arrangements or plans. |
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| 8. | Administer, and if deemed necessary, amend the Company’s 401(k) plan and any deferred compensation plans. |
| 9. | Review, at least annually, the Company’s Directors and Officers Insurance Policies and make recommendations to the Board with respect to coverage levels. |
| 10. | Obtain studies and retain advisors as provided in Article IV hereof. |
| 11. | Oversee the Company’s compliance with regulatory requirements associated compensation of its directors. |
IV. STUDIES AND OUTSIDE ADVISORS
The Committee may conduct or authorize studies of, or investigations into, any matter that is within the Committees scope of responsibility, with full access to all books, records, facilities and personnel of the Company. The Committee has the sole authority and right, at the expense of the Company, to retain or obtain the advice of legal counsel, compensation and other consultants, experts and advisers of its choice (collectively, the “Outside Advisors”) to assist the Committee in connection with its functions, including any studies or investigations, but only after taking into consideration all factors relevant to any adviser’s independence from management as may be required by any applicable law, including those specified in Rule 5605(d)(3) of the NASDAQ Rules and those set forth in the Exchange Act. The committee will be directly responsible and will have sole authority for the appointment, compensation (including fees and other retention terms) and oversight of the work of any such advisers. The Company must provide for appropriate funding, as determined by the Committee for: (i) payment of reasonable compensation to any Outside Advisor retained by the Committee, (ii) ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its functions, and (iii) the commission of any necessary studies and surveys concerning the levels of executive compensation payable in the industry in which the Company is engaged and in other related industries or obtaining recommendations from outside/independent consultants concerning comparable compensation programs
V. MEETINGS
The Committee will meet at least two times a year at such times and places deemed appropriate by the Committee or its Chair. The Committee will report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee may invite such members of management to its meetings as it deems appropriate. However, the Committee will meet regularly without such members present.
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VI. DELEGATION OF AUTHORITY
The Committee may, as it deems appropriate in its sole discretion, form and delegate authority to one or more subcommittees to the extent permitted under applicable law and the Company’s governing documents.
VII. COMPENSATION
The Board will determine whether Committee members will receive fees for their service as Committee members, which may include additional compensation for the Chair. Such fees may include retainers or per meeting fees and will be paid in such form of consideration as determined by the Board in accordance with any applicable law.
VIII. REVIEW OF COMMITTEE COMPOSITION, PERFORMANCE AND CHARTER
The Committee will evaluate the Committee’s composition and performance on an annual basis. The Committee will review and reassess the adequacy of this Charter on an annual basis, and recommend to the Board any changes the Committee determines are appropriate.
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Exhibit 99.3
PETVIVO HOLDINGS, INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Effective as of November 20, 2020
I. PURPOSE
The purpose of the Nominating and Corporate Governance Committee (“Committee”) of the Board of Directors (“Board”) of PetVivo Holdings, Inc. (the “Company”) is to oversee the Company’s corporate governance and to: (i) nominate directors for election to the Board and appointment to committee membership, and (ii) develop and recommend to the Board a set of corporate governance polices and guidelines for the Company.
II. COMPOSITION
The Committee will consist of two or more directors, with the exact number determined by the Board. Each member of the Committee must qualify as an independent director in accordance with the rules of the Nasdaq Stock Market. Committee members will be appointed by the Board. The members of the Committee will be appointed for one-year terms and will serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at any time, with or without cause. The Board may appoint a Committee member to serve as the chairperson for the Committee (the “Chair”), who will set the agenda for Committee meetings and conduct the proceedings of those meetings. If the Board does not appoint a Chair, the Committee members may designate a chair by their majority vote.
III. DUTIES AND RESPONSIBILITIES
The principal responsibilities and duties of the Committee are set forth below. These duties are set forth as a guide with the understanding that the Committee will carry them out in a manner that is appropriate given the Company’s needs and circumstances. The Board or Committee may supplement them as appropriate and may establish policies and procedures from time to time that it deems necessary or advisable in fulfilling its responsibilities.
| 1. | Board Composition, Evaluation and Nominating Activities. The Committee will: |
| a) | Determine the qualifications, qualities, skills and other expertise required of every director or that are appropriate for one or more individual directors to possess, and develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the “Director Criteria”). |
| b) | Review the current composition, organization and governance of the Board and its committees, determine future requirements and make recommendations to the Board for approval consistent with the Director Criteria. |
| c) | Identify, evaluate, and select candidates to fill new positions or vacancies on the Board consistent with the Director Criteria. |
| d) | Consider any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules and regulations and the provisions of the Company’s governing documents. |
| e) | Develop and review periodically the policies and procedures for considering stockholder nominees for election to the Board. |
| f) | Evaluate the performance of individual members of the Board eligible for re-election by the stockholders at the annual meeting of stockholders or any special meeting of stockholders at which directors are to be elected. |
| g) | Consider the Board’s leadership structure, including the separation of the chairperson and Chief Executive Officer roles and/or appointment of a lead independent director of the Board, either permanently or for specific purposes, and make such recommendations to the Board with respect thereto as the Committee deems appropriate. |
| h) | Evaluate and recommend termination of membership of individual directors for cause or for other appropriate reasons. |
| i) | Evaluate the “independence” of directors and director nominees against the independence requirements of the securities exchange on which the Company is listed, applicable rules and regulations promulgated by the Securities and Exchange Commission and other applicable laws. |
| 2. | Board Committees. The Committee will: |
| a) | Review annually the structure and composition of each committee of the Board and make recommendations to the Board for changes to such committees, including the creation or dissolution of committees. |
| b) | Recommend to the board persons to be members and chairpersons of the various committees. |
| 3. | Corporate Governance. The Committee will: |
| a) | Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company. |
| b) | Review annually the corporate governance guidelines approved by the Board and their application, and recommend any changes deemed appropriate to the Board for its consideration. |
| c) | Oversee the Company’s corporate governance practices, including reviewing and corporate governance practices, including reviewing and recommending to the Board for approval any changes to the Company’s corporate governance framework, including its Articles of Incorporation. |
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| d) | Develop, subject to approval by the Board, a process for an annual evaluation of the Board and its committees, and to oversee the conduct of this annual evaluation. |
| e) | Evaluate the participation of members of the Board in orientation and continuing education activities in accordance with applicable listing standards. |
| f) | Review the disclosure included in the Company’s proxy statement regarding the Company’s director nomination process and other corporate governance matters. |
| g) | Review any proposals properly submitted by stockholders for action at the annual meeting of stockholders and make recommendations to the Board regarding action to be taken in response to each such proposal. |
| h) | Review and discuss with management the disclosure regarding the operations of the Committee and director independence, and recommend that this disclosure be included in the Company’s proxy statement or annual report. |
IV. MEETINGS
The Committee will meet at least two times a year at such times and places deemed appropriate by the Committee or its Chair. The Committee will report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
V. DELEGATION OF AUTHORITY
The Committee may, as it deems appropriate in its sole discretion, form and delegate authority to one or more subcommittees to the extent permitted under applicable law and the Company’s governing documents
VI. OUTSIDE ADVISORS
The Committee may conduct or authorize studies of, or investigations into, any matter that is within the Committees scope of responsibility, with full access to all books, records, facilities and personnel of the Company. The Committee has the sole authority and right, at the expense of the Company, to retain or obtain the advice of legal counsel, compensation and other consultants, experts and advisers of its choice to assist the Committee in connection with its functions, including any studies or investigations, but only after taking into consideration all factors relevant to any adviser’s independence from management as may be required by any applicable law, including those specified in Rule 5605(d)(3) of the NASDAQ Rules and those set forth in the Securities Exchange Act of 1934. The committee will be directly responsible and will have sole authority for the appointment, compensation (including fees and other retention terms) and oversight of the work of any such advisers.
VII. REVIEW OF COMMITTEE COMPOSITION, PERFORMANCE AND CHARTER
The Committee will evaluate the Committee’s composition and performance on an annual basis. The Committee will review and reassess the adequacy of this Charter on an annual basis, and recommend to the Board any changes the Committee determines are appropriate.
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