Attached files
file | filename |
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S-1 - SMG Industries Inc. | v179920_s-1.htm |
EX-4.6 - SMG Industries Inc. | v179920_ex4-6.htm |
EX-3.2 - SMG Industries Inc. | v179920_ex3-2.htm |
EX-3.5 - SMG Industries Inc. | v179920_ex3-5.htm |
EX-3.3 - SMG Industries Inc. | v179920_ex3-3.htm |
EX-3.1 - SMG Industries Inc. | v179920_ex3-1.htm |
EX-14.1 - SMG Industries Inc. | v179920_ex14-1.htm |
EX-10.1 - SMG Industries Inc. | v179920_ex10-1.htm |
EX-23.1 - SMG Industries Inc. | v179920_ex23-1.htm |
EX-99.1 - SMG Industries Inc. | v179920_ex99-1.htm |
EXHIBIT
99.2
SMG
INDIUM RESOURCES, LTD.
CORPORATE
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
The
responsibilities and powers of the nominating committee (the “Committee”) of the board of
directors (the “Board”)
of SMG Indium Resources, Ltd. (the “Company”), as such
responsibilities and powers are delegated by the Board, 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 shareholders.
I.
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PURPOSE
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As set
forth herein, the Committee shall, among other things, discharge the
responsibilities of the Board 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, and shall be
guided in the discharge of their responsibilities hereunder by the Board of
Directors Candidate Guidelines appended hereto.
II.
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MEMBERSHIP
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The
Committee shall initially consist of at least three members of the Board as
determined from time to time by the Board. Each member shall be
“independent” in accordance with the listing standards of the American Stock
Exchange, as amended from time to time.
The Board
shall elect the members of the Committee at the first Board meeting practicable
following the annual meeting of shareholders and may make changes from time to
time pursuant to the provisions below. Unless a chair is elected by
the Board, 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, or may be removed for any reason or no reason by majority
vote of the Board 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.
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MEETINGS
AND COMMITTEE ACTION
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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 Articles of Association
of the Company with respect to meetings of the Board. A majority of
the Committee’s members shall constitute a quorum. Actions of the
Committee may be taken in person at a meeting, by teleconference, videoconference or
other electronic interface where all Audit Committee members can hear one
another, or in writing without a meeting. Actions taken at an
in person or telephonic or electronic 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.
The
chairman of the Committee shall 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.
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IV.
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COMMITTEE
AUTHORITY AND RESPONSIBLITIES
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The
Committee shall have the following responsibilities:
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·
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Developing
the criteria and qualifications for membership on the
Board.
|
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·
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Recruiting,
reviewing and nominating candidates for election to the Board or to fill
vacancies on the Board.
|
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·
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Reviewing
candidates proposed by shareholders, and conducting appropriate inquiries
into the background and qualifications of any such
candidates.
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·
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Establishing
subcommittees for the purpose of evaluating special or unique
matters.
|
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·
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Monitoring
and making recommendations regarding committee functions, contributions
and composition.
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·
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Evaluating,
on an annual basis, the Committee’s
performance.
|
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·
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Undertaking
such other responsibilities, projects or assignments as shall be assigned
to the Committee by the Board, including, but not limited to, matters
relating to the corporate governance of the
Company.
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VI.
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REPORTING
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The
Committee shall, as may be required by the rules and regulations or the U.S.
Securities and Exchange Commission or other applicable regulatory body, prepare
a statement each year concerning its compliance with this charter for inclusion
in the Company’s annual proxy statement.
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SMG
INDIUM RESOURCES, LTD.
BOARD
OF DIRECTOR CANDIDATE GUIDELINES
The
Nominating Committee of SMG Indium Resources, Ltd. (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:
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·
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Whether
the candidate is independent pursuant to the requirements of the American
Stock Exchange.
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·
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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.
|
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·
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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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·
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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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·
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Whether
the candidate has knowledge of the Company and issues affecting the
Company.
|
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·
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Whether
the candidate is committed to enhancing stockholder
value.
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·
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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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·
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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.
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·
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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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·
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Whether
the candidate has any prohibitive interlocking relationships or conflicts
of interest.
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·
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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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·
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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 Committee a candidate for election to
the Board of Directors should send their letters to Specialty Metals Group
Indium Corp., 103 Carnegie Center, Suite 101, Princeton, New Jersey, 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:
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·
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Name;
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·
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Age;
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·
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Business
and current residence addresses, as well as residence addresses for the
past 20 years;
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·
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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
workforce);
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·
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Educational
background;
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·
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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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·
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The
number of shares of common stock of the Company beneficially owned by the
candidate;
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·
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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
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·
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A
signed consent of the nominee to serve as a director of the Company, if
elected.
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