Attached files
| file | filename |
|---|---|
| 10-K/A - Searchlight Minerals Corp. | v182651_10ka.htm |
| EX-31.3 - Searchlight Minerals Corp. | v182651_ex31-3.htm |
| EX-99.4 - Searchlight Minerals Corp. | v182651_ex99-4.htm |
| EX-31.4 - Searchlight Minerals Corp. | v182651_ex31-4.htm |
| EX-99.6 - Searchlight Minerals Corp. | v182651_ex99-6.htm |
NOMINATING
AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Adopted
March 23, 2010
The Board
of Directors of Searchlight Minerals Corp., a Nevada corporation (the “Corporation”), has
adopted this Charter for its Nominating and Corporate Governance Committee as of
the date first written above.
1.
Purpose of the Committee
The purpose of the Committee is to
identify individuals qualified to become members of the Corporation’s Board of
Directors, recommend qualified nominees for election at the next annual or
special meeting of stockholders at which Directors are to be elected (or to fill
any vacancies or newly created Directorships that may occur between such
meetings), recommend Directors for
appointment to other committees of the Board of Directors, review and make
recommendations to the Board of Directors regarding compensation for the
Corporation’s Directors, develop and recommend to the Board of Directors the
Corporation’s Corporate Governance Guidelines, Code of Business Conduct and Code
of Ethics (collectively, the “Corporate Governance
Documents”), and oversee compliance with such Corporate Governance
Documents.
2. Composition
of the Committee
Number and
Qualifications. The Committee shall initially be comprised of
not less than three (3) Directors. Each Director who serves on the
Committee must be affirmatively determined by the Board of Directors to satisfy
the independence requirements established by Section 803A of the NYSE Amex LLC
(“AMEX”)
Company Guide, as amended, modified or supplemented from time to
time. The number of members of the Compensation Committee may be
increased or decreased by the Board of Directors in its discretion.
Notwithstanding
the foregoing, if the Committee is comprised of at least three (3) members, one
(1) director who is not independent as defined in Section 803A of the AMEX
Company Guide, and is not a current officer or employee or an immediate family
member of such person, may be appointed to the Committee, if the Board of
Directors, under exceptional and limited circumstances, determines that
membership on the Committee by the individual is required by the best interests
of the Corporation and its stockholders, and the Board of Directors discloses,
in the next annual meeting proxy statement (or in its next annual report on Form
10-K or equivalent if the Corporation does not file an annual proxy statement)
subsequent to such determination, the nature of the relationship and the reasons
for that determination. A Director appointed to the Committee
pursuant to this exception may not serve on the Committee for in excess of two
(2) years.
Appointment and
Removal. The chairman and members of the Committee will be
appointed by and serve at the discretion of the Board of
Directors. The chairman of the Committee should generally have served
at least one (1) year on the Committee prior to becoming
chairman. Each appointed member of the Committee shall be subject to
annual reconfirmation and may be removed by the Board of Directors at any time,
provided that the Board of Directors must, at all times, assure that the
Committee will have a chairman and sufficient members to satisfy the
requirements set forth above relating to the number and qualifications of
Committee members.
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3. Specific
Responsibilities and Duties of the Committee
In
addition to any other responsibilities which may be assigned to the Committee
from time to time by the Board of Directors, the Committee is responsible for
the following matters.
Board of Directors/Committee
Nominations. The Committee shall recommend to the Board of
Directors criteria for membership on the Board of Directors and any committees
of the Board of Directors, including, without limitation, judgment, diversity,
age, skills, background and experience. The Committee shall oversee
searches for and identify qualified individuals for membership on the Board of
Directors. The Committee shall recommend individuals for membership
on the Board of Directors and Directors for appointment to the committees of the
Board of Directors. In making its recommendations, the Committee
shall review candidates’ qualifications for membership and continuation on the
Board of Directors or a committee of the Board of Directors (including a
determination as to the independence of the candidate) based on the criteria
established by the Board of Directors, periodically review the composition of
the Board of Directors and its committees in light of the current challenges and
needs of the Board of Directors and each committee, and determine whether it may
be appropriate to add or remove individuals after considering issues of
judgment, diversity, age, skills, background and experience, consider rotation
of committee members and committee Chairmen, and consider any other factors that
are set forth in the Corporation’s Corporate Governance Guidelines or are deemed
appropriate by the Committee.
Review of the Board of Directors and
its Committees. The Committee shall periodically review the
size and responsibilities of the Board of Directors and its committees and
recommend any proposed changes to the Board of Directors. The
Committee may, at the request of the Board of Directors, review the appropriate
skills and characteristics required of Board of Directors members in the context
of the current make-up of the Board of Directors and the continued
appropriateness of the membership of Directors who retire or change their
principal occupation or business association.
Corporate Governance
Matters. The Committee shall develop and recommend to the
Board of Directors a set of Corporate Governance Documents. To the
extent such Corporate Governance Documents already exist, and at least annually,
the Committee shall review and reassess the adequacy of such Corporate
Governance Documents and recommend any proposed changes to the Board of
Directors. The Committee shall be responsible for any tasks assigned
to it in the Corporate Governance Documents and approved by the Board of
Directors. The Committee shall oversee compliance with the Corporate
Governance Documents and report on such compliance to the Board of
Directors. The Committee shall also review and consider any requests
for waivers of the Corporate Governance Documents for the Corporation’s
Directors, executive officers and other senior financial officers, and shall
make a recommendation to the Board of Directors with respect to such request for
a waiver. The Committee shall review and report to the Board of
Directors regarding any actual or potential conflicts of interest involving
Directors and shall determine whether such Director or Directors may vote on any
issue as to which there may be a conflict.
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Director
Compensation. The Committee shall review and make
recommendations to the Board of Directors regarding compensation (including
stock option grants and other equity-based compensation) for the Corporation’s
Directors. In reviewing and making recommendations regarding Director
compensation, the Committee shall consider, among other things, any long-term
incentive component of Director compensation based on the awards given to
Directors in the past years, the possibility that Directors’ independence may be
compromised if Director compensation exceeds customary levels, whether the
Corporation makes substantial charitable contributions to an organization with
which a Director is affiliated, whether the Corporation enters into consulting
contracts with or provides other indirect forms of compensation to a Director or
any organization with which a Director is affiliated, the cost to the
Corporation of such compensation, the Corporation’s financial performance,
stockholder return, the value of similar incentive awards relative to such
targets at comparable companies and any other factors the Committee deems
appropriate and in the best interests of the Corporation.
Disclosure. The
Committee shall oversee the Corporation’s compliance with regulations requiring
that waivers of the Corporate Governance Documents and ensure that any conflicts
of interests be promptly disclosed. A copy of this Charter will be
made available to stockholders without charge and on the Corporation’s website,
if required under applicable rules and regulations. The Corporation’s
Annual Report on Form 10-K will state that this Charter and the Corporate
Governance Documents are available in print to stockholders upon request, if
required under applicable rules and regulations.
Reporting to the Board of
Directors. The Committee shall report to the Board of
Directors periodically. This report shall include a review of any
recommendations or issues that arise with respect to Board of Directors or
committee nominees or membership, Board of Directors performance, corporate
governance or any other matters that the Committee deems appropriate or is
requested to be included by the Board of Directors. The Committee
shall periodically review and assess the adequacy of this Charter and recommend
any proposed changes to the Board of Directors for approval.
4. Operations
of the Committee
Meetings. The
Committee shall meet as often as it determines is appropriate to carry out its
responsibilities under this Charter. The chairman of the Committee,
in consultation with the other Committee members, shall determine the frequency
and length of the Committee meetings, and shall set meeting agendas consistent
with this Charter. The Committee is governed by the same rules
regarding meetings (including meetings by conference telephone or similar
communications equipment), action without meetings, notice, waiver of notice,
and quorum and voting requirements as are applicable to the Board of
Directors.
Outside
Consultants. The Committee has the authority to retain and
terminate outside consultants or search firms to assist the Committee in
identifying Director candidates, including authority to approve all such
consultant’s fees and other retention terms.
Delegation. Except
as otherwise prohibited by law, the Corporation’s Articles of Incorporation or
the Corporation’s Bylaws, the Committee may delegate all or a portion of its
duties and responsibilities to a subcommittee or any member of the Committee
when it deems appropriate and in the best interest of the
Corporation.
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