Attached files
file | filename |
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8-K - UNIVERSAL TRAVEL GROUP | v199810_8k.htm |
EX-14.1 - UNIVERSAL TRAVEL GROUP | v199810_ex14-1.htm |
EX-99.2 - UNIVERSAL TRAVEL GROUP | v199810_ex99-2.htm |
EX-99.3 - UNIVERSAL TRAVEL GROUP | v199810_ex99-3.htm |
UNIVERSAL
TRAVEL GROUP
CORPORATE
GOVERNANCE AND
NOMINATION
COMMITTEE CHARTER
Committee Purpose and
Responsibilities
1. The
Committee shall have the purpose and responsibilities to:
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(a)
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Make
recommendations to the Board from time to time as to changes that the
Committee believes to be desirable to the size of the Board or any
committee thereof.
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(b)
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Identify
individuals believed to be qualified to become Board members,
consistent with criteria approved by the Board, and to select, or
recommend to the Board, the nominees to stand for election as directors at
the annual meeting of shareholders or, if applicable, at a special meeting
of shareholders.In the case of a vacancy in the office of a director
(including a vacancy created by an increase in the size of the Board), the
Committee shall recommend to the Board an individual to fill such
vacancy either through appointment by the Board or through election by
shareholders. In selecting or recommending candidates, the Committee
shall take into consideration the criteria approved by the Board and such
other factors as it deems appropriate.
These factors may include judgment,skill, diversity,
experience with businesses and other
organizations of comparable size, the interplay of the candidate’s
experience with the experience of other Board members, and the extent to
which the candidate would be a desirable addition to the Board and any
committees of the Board. The Committee may consider
candidates proposed by management, but is not required to do
so.
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(c)
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Develop
and recommend to the Board standards to be applied in making
determinations as to the absence of material relationships between the
Company and a director.
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(d)
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In
the case of a director nominee to fill a Board vacancy created by an
increase in the size of the Board, make a recommendation to the Board as
to the class of directors in which the individual should
serve.
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(e)
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Identify
Board members qualified to fill vacancies on any committee of the Board
(other than the Committee) and to recommend that the Board appoint the
identified member or members to the respective committee. In nominating a
candidate for committee membership, the Committee shall take into
consideration the factors set forth in the charter of that committee, if
any, as well as any other factors it deems appropriate, including without
limitation the consistency of the candidate’s experience with the goals of
the committee and the interplay of the candidate’s experience with the
experience of other committee
members.
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(f)
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Establish
procedures for the Committee to exercise oversight of the evaluation of
the Board and management.
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(g)
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Develop and recommend to the Board a set of corporate governance
guidelines applicable to the Company, and to review those
guidelines at least once a year.
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(h)
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To
administer the Company’s Code of Business Conduct and Ethics, including
applying and interpreting the code in specific situations and approving
any waiver of provisions of the code for executive officers or
directors.
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(i) | Prepare and issue the evaluation required under “Performance Evaluation” below. | |
(j) | Report to the Board on a regular basis, and not less than once per year. |
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(k)
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Perform
any other duties or responsibilities expressly delegated to the Committee
by the Board from time to time relating to the nomination of Board and
committee members.
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(l)
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Sole
authority to retain and terminate any search firm to be used to identify
director candidates, including sole authority to approve the search firm's
fees and other retention terms.
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Committee Structure and Operations
2.
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The
Committee shall be elected by the Board of Directors at the meeting of the
Board of Directors following each annual meeting of stockholders and the
members of the Committee shall serve until their successors shall be duly
elected and qualified or until their earlier resignation or removal. Each
Committee member shall be subject to annual reconfirmation and may be
removed by the Board at any time. The Board may appoint members to fill
any vacancies that arise on the Committee during the year. The members of
the Committee shall meet the definition of "independence" in the listing
standards of the National Association of Securities
Dealers.
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3. |
Unless
a Chair is elected by the full Board of Directors, the members of the
Committee may designate a Chair by majority vote of the full Committee
membership. In the event of a tie vote on any issue, the chairperson’s
vote shall decide the issue. The Committee shall meet at least twice a
year at a time and place determined by the Committee chairperson, with
further meetings to occur, or actions to be taken by unanimous written
consent, when deemed necessary or desirable by the Committee or its
chairperson. Members of the Committee may participate in a meeting of the
Committee by means of conference call or similar communications equipment
by means of which all persons participating in the meeting can hear each
other.
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Delegation to
Subcommittee
4.
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The
Committee may, in its discretion, delegate all or a portion of its duties
and responsibilities to a subcommittee of the Committee, provided that the subcommittees
are composed entirely of independent directors. Any such committee must
have a committee
charter.
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Performance Evaluation
5.
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The
Committee shall prepare and review with the Board an annual performance
evaluation of the Committee, which evaluation shall compare the
performance of the Committee with the requirements of this charter. The
performance evaluation shall also recommend to the Board any improvements
to the Committee’s charter deemed necessary or desirable by the Committee.
The performance evaluation by the Committee shall be conducted in such
manner as the Committee deems appropriate. The report to the Board may
take the form of an oral report by the chairperson of the Committee or any
other member of the Committee designated by the Committee to make this
report.
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Resources and Authority of the
Committee
6.
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The
Committee shall have the resources and authority appropriate to discharge
its duties and responsibilities, including the authority to select,
retain, terminate, and approve the fees and other retention terms of
special counsel or other experts or consultants, as it deems appropriate,
without seeking approval of the Board or management. With
respect to consultants or search firms used to identify director
candidates, this authority shall be vested solely in the
Committee.
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