Attached files
| file | filename |
|---|---|
| 8-K - PERPETUAL TECHNOLOGIES, INC. | v196338_8k.htm |
| EX-10.1 - PERPETUAL TECHNOLOGIES, INC. | v196338_ex10-1.htm |
| EX-10.2 - PERPETUAL TECHNOLOGIES, INC. | v196338_ex10-2.htm |
| EX-10.4 - PERPETUAL TECHNOLOGIES, INC. | v196338_ex10-4.htm |
Exhibit
10.3
CHINA
SLP FILTRATION TECHONLOGY, INC.
CHARTER
OF
THE
NOMINATING COMMITTEE
OF
THE BOARD OF DIRECTORS
I.
STATEMENT OF POLICY
This
Charter specifies the scope of the responsibilities of the Nominating Committee
(the “Committee”) of the Board of Directors of China SLP Filtration Technology,
Inc. (the “Company”) and how the Committee carries out those responsibilities,
including its organization and membership requirements.
The
primary responsibilities of the Committee are to: (i) develop and recommend to
the Board criteria for selecting qualified director candidates; (ii) identify,
review and evaluate individuals qualified to become Board members; (iii)
consider committee member qualifications, appointment and removal; and (iv)
assist the Board in its annual reviews of the performance of the Board, each
committee and management.
II.
ORGANIZATION AND MEMBERSHIP REQUIREMENTS
The
Committee shall be comprised of two or more directors, each of whom shall meet
the independence and experience criteria established by the rules of
NASDAQ. The members of the Committee shall be appointed and may be
removed or replaced by the Board. Unless the Board elects a
chairperson, the members of the Committee may designate a chairperson by
majority vote of the full Committee membership. The Committee may delegate
duties or responsibilities to subcommittees or to one member of the Committee
from time to time. A majority of the members present shall represent
a quorum of the Committee, and, if a quorum is present, any action approved by
at least a majority of the members present shall represent the valid action of
the Committee.
The
Committee may take action by written or electronic consent, provided that any
such action, to be effective, must be unanimously approved by the members of the
Committee. Actions taken by written or electronic consent shall be deemed
effective on the date specified in the consent, or, if the consent is silent as
to the effective date, the date on which the last of the members executes such
written consent.
The
Committee shall have the authority to obtain advice or assistance from
consultants, legal counsel, accounting or other advisors as needed to perform
its duties hereunder, and to determine the terms, costs and fees for such
engagements. Without limitation, the Committee shall have sole authority to
retain or terminate any search firm to be used to identify director candidates
and to determine and approve the terms, costs and fees for such engagements. The
fees and costs of any consultant or advisor engaged by the Committee to perform
its duties hereunder shall be borne by the Company.
III.
MEETINGS
The
Committee shall meet from time to time as it deems necessary to fulfill its
responsibilities
hereunder, and may meet with management and directors at any time it deems
appropriate to discuss any matters before the Committee. The Committee shall
record minutes of the proceedings of all Committee meetings.
IV.
COMMITTEE AUTHORITY AND RESPONSIBILITY
To
fulfill its responsibilities and duties hereunder, the Nominating Committee
shall:
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evaluate
the current composition of the Board of Directors and its Committees, and
determine future requirements for director candidates. The Committee shall
have the exclusive authority to make recommendations to the Board for
approval for the election of new members to the
Board.
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determine
the Board’s criteria for selecting new directors, including desired board
skills and attributes, and actively seek prospective individuals qualified
to become board members.
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adopt and
maintain a policy concerning the director nomination
process.
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adopt
a policy concerning the consideration of director candidates recommended
by stockholders.
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consider
stockholder nominees for election to the
Board.
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evaluate
and propose nominations for election to the Board; except that if the
Company is at any time legally required by contract or otherwise to
provide any third party with the ability to nominate a director, the
Committee need not evaluate or propose such nomination, unless required by
contract or requested by the Board.
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review
and make recommendations to the Board concerning membership of Board
committees.
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seek
input from the Compensation Committee, and then review and make
recommendations to the Board concerning Board and Committee compensation
and director retirement policies.
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