Attached files
Exhibit
99.3
CHARTER
OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS
OF HOME SYSTEM GROUP
ADOPTED
AS OF NOVEMBER 30, 2009
The Nominating and corporate Governance
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 AND AUTHORITY OF THE COMMITTEE
The Nominating and Corporate Governance
Committee (the “Committee”) of Home System Group (the “Company”) is appointed by
the Board of Directors (the “Board”) to (1) assist the Board in identifying
individuals qualified to become members of the Board and executive officers of
the Company, (2) select, or recommend that the Board select, director nominees
for election as directors by the stockholders of the Company; (3) develop and
recommend t the Board a set of effective governance policies and procedures
applicable to the Company; (4) lead the Board in its annual review of the
Board’s performance; (5) recommend to the Board director nominees for each
committee, (6) make recommendations regarding committee purpose, structure and
operations and (7) oversee and approve a management continuity planning
process.
II.
COMPOSTION OF THE COMMITTEE
The Committee shall be comprised of
three or more members of the Board. The members of the Committee shall satisfy
all applicable requirements then in effect of the NYSE Amex, or any stock
exchange or national securities association on which the Company’s securities
are listed or quoted and any other applicable regulatory requirements, including
without limitation requirements relating to director independence, nomination
and size of the Committee.
The members of the Committee shall be
appointed annually to one-year terms by majority vote of the Board at the first
meeting of the Board following the annual meeting of the Company’s stockholders
and each member shall serve until such member’s successor is duly elected and
qualified or until such member’s earlier resignation, retirement, removal from
office or death. The members of the Committee may be removed, with or without
cause, by a majority vote of the Board Vacancies on the Committee shall be
filled by majority vote of the Board at the next Board meeting following the
occurrence of the vacancy or as soon as practicable thereafter.
Unless a Chairman is elected by the
full Board, the members of the Committee shall designate a Chairman by majority
vote of the full Committee membership. The Chairman will chair all meetings of
the Committee and set the agendas for Committee meetings. The Chairman will
chair all meetings of the calendar with a proposed agenda of corporate
governance matters and nominations to be addressed at each of the Committee’s
scheduled meetings during the year Committee members are expected to make
suggestions for agenda items. A vacancy in the position of Committee Chair shall
be filled by majority vote of the Committee at the next Committee meeting
following the occurrence of the vacancy or as soon as practicable
thereafter.
III.
MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee shall meet as often as
its members deem necessary to fulfill the Committee’s responsibilities. A
majority of the Committee members shall constitute a quorum for the transaction
of the Committee’s business. The Committee shall act upon the vote of a majority
of its members at a duly called meeting at which a quorum is present. Any action
of the Committee may be taken by a written instrument signed by all of the
members of the Committee. The Committee shall have the authority to establish
other rules and procedures for notice and conduct of its meetings consistent
with the Company’s bylaws and this Charter. A majority of the members of the
Committee present in person or by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other shall constitute a quorum.
The Committee may form subcommittees
for any purpose that the Committee deems appropriate and may delegate to such
subcommittees such power and authority within the scope of the Committee’s
authority as the Committee deems appropriate; provided, however, that no
subcommittee shall consist of fewer than two members; and provided further that
the Committee shall not delegate to a subcommittee any power or authority
required by any applicable law, regulation or listing standard to be exercised
by the Committee as a whole.
All non-management directors that are
not members of the Committee may attend meetings of the Committee but may not
vote. Additionally, the Committee may invite to its meetings any director,
member of management of the Company and such other persons as it deems
appropriate in order to carry out is responsibilities. However, when necessary,
the Committee may meet in executive session without such other persons present,
and in all cases such officers shall not be present at meetings at which their
performance and compensation are being discussed and determined.
Following each of its meetings, the
Committee shall report its deliberations at the next meeting of the Board,
including a description of all actions taken by the Committee at the meeting and
an identification of any matters that require action by the Board. The Committee
shall keep written minutes of its meetings which shall be maintained with the
books and records of the Company.
IV COMMITTEE
AUTHORITY AND RESPONSIBILITIES
1.
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Developing
the criteria and qualifications for membership on the
Board.
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2.
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Recruiting,
reviewing and nominating candidates for election to the board or to fill
vacancies on the Board; including retaining, determining fees and
retention terms and terminating any search firm used to identify director
candidates.
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3.
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Reviewing
candidates proposed by stockholders, and conducting appropriate inquiries
into the background and qualifications of any such
candidates.
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4.
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Establishing
subcommittees for the purpose of evaluating special or unique
matters.
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5.
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Monitoring
and making recommendations regarding committee functions, contributions
and composition.
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6.
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Evaluating,
on an annual basis, the current composition, organization and governance
of the Board and its Committees, determining future requirements and make
recommendations to the Board for
approval.
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7.
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Developing,
annually reviewing and updating and recommending to the Board a set of
corporate governance principles for the
Company.
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8.
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In
the event it is necessary to select a new chief executive officer of the
Company, leading the process and initiating evaluation, consideration and
screening of potential chief executive candidates. The full Board of
Directors has the final responsibility to select the Company’s chief
executive officer.
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9.
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Reviewing
and recommending to the full Board matters and agenda items relating to
the Company’s Annual Meeting of Shareholders including determining agenda
items, setting the time and date of the Annual Meeting and approving the
slate of Directors for election.
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10.
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Evaluating
and recommending termination of membership of individual directors in
accordance with the Board of Directors’ corporate governance principles,
for cause or for other appropriate
reasons.
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11.
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Coordinating
and approving Board and Committee meeting
schedules.
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12.
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Reviewing
and assessing the Committee’s performance on an annual
basis.
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13.
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Reviewing
this Charter at least annually and making recommendations to the Board for
approval and adoption of the Charter, including any additions, deletions
or modifications, as may be deemed
appropriate.
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HOME
SYSTEM GROUP
Board
of Director Candidate Guidelines
The Nominating and Corporate Governance
Committee (the “Nominating Committee”) of Home System Group (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 NYSE Amex rules.
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.
1.
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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.
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2.
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Whether
the candidate has relevant experience and expertise and would be able to
provide insights and practical wisdom based upon that experience and
expertise.
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3.
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Whether
the candidate has knowledge of the Company and issues affecting the
Company.
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4.
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Whether
he candidate is committed to enhancing stockholder
value.
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5.
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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.
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6.
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Whether
the candidate is of high moral and ethical character and would be wiling
to apply sound, objective and independent business judgment, and to assume
broad fiduciary responsibility.
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7.
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Whether
the candidate has, and would be willing to commit, the required hours
necessary to discharge the duties of Board
membership.
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8.
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Whether
the candidate has any prohibitive interlocking relationships or conflicts
of interest.
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9.
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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.
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10.
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Whether
the candidate is able to suggest business opportunities to the
Company.
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Stockholder
Recommendations for Directors
Stockholders
who wish to recommend to the Nominating and Corporate Governance Committee a
candidate for election to the Board of Directors should send their letters to
Home System Group, Oceanic Industry Park, Sha Gang Highway,
Gang Kou Town, Zhongshan City, Guangdong, People’s Republic of China.
Attention: Nominating and Corporate Governance Committee, or [Address in the
US:__________________________], Attn: Nominating and Corporate Governance
Committee, with a copy to the Company’s counsel, Mark E. Crone, Esq., The Crone
Law Group, 101 Montgomery Street, Suite 1950, San Francisco, California 94104.
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 not less than sixty (60) days nor more than ninety (90) days
prior to the anniversary of the mailing of the proxy statement for the annual
meeting of stockholder for the preceding year. For the year 2010, stockholder
recommendations must be received by the Corporate Secretary no sooner
than , 2010 and no later
than , 2010.
The recommendation must contain the
following information about the candidate:
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Name;
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Age:
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Business
and current residence addresses, as well as residence addresses for the
past 20
Years;
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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 work force);
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Educational
background;
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Permission
for the Company to conduct a background investigation, including the
right
to obtain education, employment and credit
information;
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The
number of shares of common stock of the Company beneficially owned by the
candidate;
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The
information that would be required to be disclosed by the Company about
thecandidate
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
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The
Company may require any proposed nominee to furnish such other information as
may reasonably be required by the Company to determine the eligibility of such
proposed nominee to serve as a director of the Company. No person shall be
eligible for election as a director of the Company unless nominated in
accordance with the procedures set forth herein. The officer of the Company
presiding at an annual meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.