Composition: At least three (3) members of the Board, two (2) of whom shall be independent directors, including the chairman.
The primary purposes of the Corporate Governance Committee are to:
Oversee the development and implementation of corporate governance principles and policies;
Review and evaluate the quailfications of the persons nominated to the Board as well as those nominated for election to other positions requiring appointment by the Board;
Identify persons believed to be qualified to become members of the Board and/or the Board Committees;
Assist the Board in developing and implementing the Board's performance evaluation process and rating system that constitute a powerful and valuable feedback mechanism to improve board effectiveness, maximize strengths and highlight areas for further development;
Provide guidance to and assist the Board in developing a compensation philosophy or policy consistent with the culture, strategy and control environment of the Company;
Assist the Board in the performance evaluation of and succession planning for Officers including the CEO and in overseeing the development and implementation of professional development programs for Officers