Attached files
file | filename |
---|---|
8-K - Cullen Agricultural Holding Corp | v163442_8k.htm |
EX-99.3 - Cullen Agricultural Holding Corp | v163442_ex99-3.htm |
EX-22.1 - Cullen Agricultural Holding Corp | v163442_ex22-1.htm |
EX-99.2 - Cullen Agricultural Holding Corp | v163442_ex99-2.htm |
EX-99.1 - Cullen Agricultural Holding Corp | v163442_ex99-1.htm |
EX-10.13 - Cullen Agricultural Holding Corp | v163442_ex10-13.htm |
Approved
by the Board of Directors
October
22, 2009
CULLEN
AGRICULTURAL HOLDING CORP.
Nominating
Committee Charter
The
Nominating Committee’s responsibilities and powers as delegated by the board of
directors are set forth in this charter. Whenever the Committee takes
an action, it shall exercise its independent judgment on an informed basis that
the action is in the best interests of the Company and its
stockholders.
I.
PURPOSE
As set
forth herein, the Committee shall, among other things, discharge the
responsibilities of the board of directors relating to the appropriate size,
functioning and needs of the board including, but not limited to, recruitment
and retention of high quality board members and committee composition and
structure.
II. MEMBERSHIP
The
Committee shall consist of at least two members of the board of directors as
determined from time to time by the board. Each member shall be
“independent” in accordance with the listing standards of the New
York Stock Exchange, as amended from time to time.
The board
of directors shall elect the members of this Committee at the first board
meeting practicable following the annual meeting of stockholders and may make
changes from time to time pursuant to the provisions below. Unless a
chair is elected by the board of directors, the members of the Committee shall
designate a chair by majority vote of the full Committee
membership.
A
Committee member may resign by delivering his or her written resignation to the
chairman of the board of directors, or may be removed by majority vote of the
board of directors by delivery to such member of written notice of removal, to
take effect at a date specified therein, or upon delivery of such written notice
to such member if no date is specified.
III. MEETINGS
AND COMMITTEE ACTION
The
Committee shall meet at such times as it deems necessary to fulfill its
responsibilities. Meetings of the Committee shall be called by the
chairman of the Committee upon such notice as is provided for in the by-laws of
the company with respect to meetings of the board of directors. A
majority of the members shall constitute a quorum; provided that if the
Nominating Committee consists of only two members, then both of the Nominating
Committee members shall be required to constitute a quorum. Actions
of the Committee may be taken in person at a meeting or in writing without a
meeting. Actions taken at a meeting, to be valid, shall require the
approval of a majority of the members present and voting. Actions
taken in writing, to be valid, shall be signed by all members of the
Committee. The Committee shall report its minutes from each meeting
to the board of directors.
The
chairman of the Committee may establish such rules as may from time to time be
necessary or appropriate for the conduct of the business of the
Committee. At each meeting, the chairman shall appoint as secretary a
person who may, but need not, be a member of the Committee. A
certificate of the secretary of the Committee or minutes of a meeting of the
Committee executed by the secretary setting forth the names of the members of
the Committee present at the meeting or actions taken by the Committee at the
meeting shall be sufficient evidence at all times as to the members of the
Committee who were present, or such actions taken.
IV. COMMITTEE
AUTHORITY AND RESPONSIBLITIES
|
·
|
Developing
the criteria and qualifications for membership on the
board.
|
|
·
|
Recruiting,
reviewing and nominating candidates for election to the board of directors
or to fill vacancies on the board of
directors.
|
|
·
|
Reviewing
candidates proposed by stockholders, and conducting appropriate inquiries
into the background and qualifications of any such
candidates.
|
|
·
|
Establishing
subcommittees for the purpose of evaluating special or unique
matters.
|
|
·
|
Monitoring
and making recommendations regarding committee functions, contributions
and composition.
|
|
·
|
Evaluating,
on an annual basis, the Committee’s
performance.
|
V. REPORTING
The
Committee shall prepare a statement each year concerning its compliance with
this charter for inclusion in the Company’s proxy statement.
2
CULLEN
AGRICULTURAL HOLDING CORP.
Board
of Director Candidate Guidelines
The
Nominating Committee of Cullen Agricultural Holding Corp. (the “Company”) will
identify, evaluate and recommend candidates to become members of the Board of
Directors (“Board”) with the goal of creating a balance of knowledge and
experience. Nominations to the Board may also be submitted to the
Nominating Committee by the Company’s stockholders in accordance with the
Company’s policy, a copy of which is attached hereto. Candidates will
be reviewed in the context of current composition of the Board, the operating
requirements of the Company and the long-term interests of the Company’s
stockholders. In conducting this assessment, the Committee will
consider and evaluate each director-candidate based upon its assessment of the
following criteria:
|
·
|
Whether
the candidate is independent pursuant to the requirements of the New York
Stock Exchange.
|
|
·
|
Whether
the candidate is accomplished in his or her field and has a reputation,
both personal and professional, that is consistent with the image and
reputation of the Company.
|
|
·
|
Whether
the candidate has the ability to read and understand basic financial
statements. The Nominating Committee also will determine if a
candidate satisfies the criteria for being an “audit committee financial
expert,” as defined by the Securities and Exchange
Commission.
|
|
·
|
Whether
the candidate has relevant experience and expertise and would be able to
provide insights and practical wisdom based upon that experience and
expertise.
|
|
·
|
Whether
the candidate has knowledge of the Company and issues affecting the
Company.
|
|
·
|
Whether
the candidate is committed to enhancing stockholder
value.
|
|
·
|
Whether
the candidate fully understands, or has the capacity to fully understand,
the legal responsibilities of a director and the governance processes of a
public company.
|
|
·
|
Whether
the candidate is of high moral and ethical character and would be willing
to apply sound, objective and independent business judgment, and to assume
broad fiduciary responsibility.
|
|
·
|
Whether
the candidate has, and would be willing to commit, the required hours
necessary to discharge the duties of Board
membership.
|
3
|
·
|
Whether
the candidate has any prohibitive interlocking relationships or conflicts
of interest.
|
|
·
|
Whether
the candidate is able to develop a good working relationship with other
Board members and contribute to the Board’s working relationship with the
senior management of the Company.
|
|
·
|
Whether
the candidate is able to suggest business opportunities to the
Company.
|
4
Stockholder
Recommendations for Directors
Stockholders
who wish to recommend to the Nominating Committee a candidate for election to
the Board of Directors should send their letters to 22 Barnett Shoals Road,
Watkinsville, Georgia 30677, Attention: Nominating
Committee. The Corporate Secretary will promptly forward all such
letters to the members of the Nominating Committee. Stockholders must
follow certain procedures to recommend to the Nominating Committee candidates
for election as directors. In general, in order to provide sufficient
time to enable the Nominating Committee to evaluate candidates recommended by
stockholders in connection with selecting candidates for nomination in
connection with the Company’s annual meeting of stockholders, the Corporate
Secretary must receive the stockholder’s recommendation no later than thirty
(30) days after the end of the Company’s fiscal year.
The
recommendation must contain the following information about the
candidate:
|
·
|
Name;
|
|
·
|
Age;
|
|
·
|
Business
and current residence addresses, as well as residence addresses for the
past 20 years;
|
|
·
|
Principal
occupation or employment and employment history (name and address of
employer and job title) for the past 10 years (or such shorter period as
the candidate has been in the
workforce);
|
|
·
|
Educational
background;
|
|
·
|
Permission
for the Company to conduct a background investigation, including the right
to obtain education, employment and credit
information;
|
|
·
|
The
number of shares of common stock of the Company beneficially owned by the
candidate;
|
|
·
|
The
information that would be required to be disclosed by the Company about
the candidate under the rules of the SEC in a Proxy Statement soliciting
proxies for the election of such candidate as a director (which currently
includes information required by Items 401, 404 and 405 of Regulation
S-K); and
|
|
·
|
A
signed consent of the nominee to serve as a director of the Company, if
elected.
|
5