Attached files
| file | filename |
|---|---|
| S-1/A - JetPay Corp | v208770_s1a.htm |
| EX-14 - JetPay Corp | v208770_ex14.htm |
| EX-4.4 - JetPay Corp | v208770_ex4-4.htm |
| EX-4.1 - JetPay Corp | v208770_ex4-1.htm |
| EX-4.2 - JetPay Corp | v208770_ex4-2.htm |
| EX-3.3 - JetPay Corp | v208770_ex3-3.htm |
| EX-4.3 - JetPay Corp | v208770_ex4-3.htm |
| EX-3.1 - JetPay Corp | v208770_ex3-1.htm |
| EX-4.5 - JetPay Corp | v208770_ex4-5.htm |
| EX-3.2 - JetPay Corp | v208770_ex3-2.htm |
| EX-99.1 - JetPay Corp | v208770_ex99-1.htm |
| EX-10.5 - JetPay Corp | v208770_ex10-5.htm |
| EX-10.8 - JetPay Corp | v208770_ex10-8.htm |
| EX-10.3 - JetPay Corp | v208770_ex10-3.htm |
| EX-10.7 - JetPay Corp | v208770_ex10-7.htm |
| EX-10.4 - JetPay Corp | v208770_ex10-4.htm |
| EX-10.2 - JetPay Corp | v208770_ex10-2.htm |
| EX-23.1 - JetPay Corp | v208770_ex23-1.htm |
| EX-99.3 - JetPay Corp | v208770_ex99-3.htm |
| EX-10.6 - JetPay Corp | v208770_ex10-6.htm |
UNIVERSAL
BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
CHARTER
OF THE NOMINATING COMMITTEE
OF
THE BOARD OF DIRECTORS
I.
Statement of Purpose
The Nominating Committee (the
“Committee”) is a standing committee of the Board of Directors (the “Board”) of
Universal Business Payment Solutions Acquisition Corporation (the “Company”),
whose purpose, as set forth herein, is to identify individuals qualified to
become members of the Board (each, a “Director”), to recommend Director nominees
for each annual meeting of stockholders and nominees for election to fill any
vacancies on the Board, to evaluate and review the performance of existing
Directors and to address related matters. The Committee shall also develop and
recommend to the Board corporate governance principles applicable to the Company
and be responsible for leading the annual review of the Board’s
performance.
II.
Organization
A. Members. The Board shall
appoint the three members of the Committee, each of whom shall satisfy the
independence requirements of Listing
Rule 5605(a)(2) established by the NASDAQ Stock Market LLC (“NASDAQ”), as
determined by the Board, and designate a Committee chairperson (the
“Chairperson”). Determination of the true, actual and effective independence of
any Committee member that has or had some relationship with the Company will be
made by the Board in accordance with the requirements of NASDAQ and the
Securities and Exchange Commission (“SEC”) with weight given to both prudent
principles and “appearances.” Committee members may be
removed by the Board. The Board shall also designate a Committee
Chairperson.
B. Meetings. The Committee shall
meet as often as necessary to carry out its responsibilities, but not less than
once each year. At the discretion of the Chairperson of the Committee, but at
least once each year for all or a portion of a meeting, the members of the
Committee shall meet in executive session, without any members of management of
the Company present. Special meetings may be convened as the
Committee deems appropriate in order to carry out its
responsibilities.
C. Quorum; Action by Committee.
A quorum at any Committee meeting shall be at least two members. All
determinations of the Committee shall be made by a majority of its members
present at a meeting duly called and held, except as specifically provided
herein (or where only two members are present, by unanimous vote). Any decision
or determination of the Committee reduced to writing and signed by all of the
members of the Committee shall be fully as effective as if it had been made at a
meeting duly called and held.
D. Agenda, Minutes and Reports.
The Chairperson shall be responsible for establishing the agenda for meetings of
the Committee. An agenda, together with materials relating to the subject matter
of each meeting, shall be sent to members of the Committee prior to each
meeting, and minutes for all meetings of the Committee shall be prepared to
document the Committee’s discharge of its responsibilities. The Committee shall
make regular reports to the Board.
III.
Committee Responsibilities and Duties
The following shall be the principal
responsibilities of the Committee:
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A.
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Director Selection
Criteria. The Committee shall establish criteria for selecting
nominees to stand for election as Directors, which shall reflect, at a
minimum, any requirements of applicable law or the American Stock
Exchange’s listing standards, as well as a candidate’s strength of
character, judgment, business experience, specific areas of expertise,
factors relating to the composition of the Board (including its size and
structure) and principles of diversity. The Committee shall submit the
Director selection criteria to the Board for
approval.
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B.
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Director Recruitment.
The Committee shall consider (in consultation with the Chairman of the
Board and the Chief Executive Officer) and recruit candidates to fill
positions on the Board, including vacancies resulting from the removal,
resignation or retirement of any Director, an increase in the size of the
Board or otherwise. The Committee also shall review any candidate
recommended by the stockholders of the Company in light of the Committee’s
criteria for selection of nominees to stand for election as Directors. As
part of this responsibility, the Committee shall be responsible for
conducting, subject to applicable law, any and all inquiries into the
background and qualifications of any candidate for the Board and such
candidate’s compliance with the independence and other qualification
requirements established by the Committee. The Committee, to the extent
appropriate, shall conduct interviews and hold meetings with candidates.
The Committee shall evaluate the qualifications and diversity of
prospective members of the Board in light of the characteristics of
independence, age, skills, experience, availability of service to the
Company and tenure of its members, and of the Board’s anticipated needs
and seek to enhance the perspectives and experiences of the Board through
diversity in gender, ethnic background, geographic origin and professional
experience.
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C.
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Reconsideration of Directors
for Re-Election. In connection with its annual recommendation of a
slate of nominees, the Nominating Committee shall assess the contributions
of those Directors selected for re-election and shall at that time review
its criteria for Board candidates in the context of the Board evaluation
process and other perceived needs of the Board. The full Board shall
determine final approval of any
candidate.
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D.
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Recommendations for other
Committees. In consultation with the Chairman, the Committee shall
recommend to the full Board individual Directors to serve as members and
chairpersons of the various committees and recommend changes to the
composition of committees from time to time. The Committee shall ensure
that each committee is comprised of members with experience and expertise
sufficient for the committee to perform its responsibilities, and
reflecting the diversity of perspective and background discussed
above.
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E.
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Recommendation to Board.
The Committee shall recommend the Director nominees for approval by
the Board and the stockholders of the
Company.
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F.
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Director Removal
Guidelines. The Committee shall establish and recommend to the
Board guidelines for the removal of members of the
Board.
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G.
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Evaluation of Current
Directors. In a meeting separate from any meeting of the full
Board, the Committee shall review and evaluate the performance of current
Directors. Review and evaluation of any member of the Committee will be
conducted by the other two members of the
Committee.
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H.
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Consideration of Term
Limits. The Committee shall review the desirability of term limits
for Directors and recommend to the Board policies in this regard from time
to time.
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I.
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Charter. The Committee
shall review and reassess this Charter annually and submit any proposed
changes to the Board for approval.
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J.
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Performance Evaluation.
The Committee shall evaluate its performance on an annual basis,
develop criteria for such evaluation and report on such performance to the
Board
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K.
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Governance Guidelines.
The Committee shall recommend to the Board corporate governance guidelines
addressing, among other matters, the Company’s amended and restated
certificate of incorporation and bylaws, the size, composition and
responsibilities of the Board and its Committees as well as the charters
of such Committees. The corporate governance guidelines shall be reviewed
not less frequently than annually by the Committee, and the Committee
shall make recommendations to the Board with respect to changes to the
guidelines.
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L.
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Advice as to Committee
Membership and Operations. The Committee shall advise the Board
with respect to the charters, structure and operations of the various
Committees of the Board and qualifications for membership thereon,
including policies for removal of members and rotation of members among
other Committees of the Board. The Committee shall also make
recommendations to the Board regarding which Directors should serve on the
various Committees of the Board.
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M.
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Evaluation of Board and Senior
Management. The Committee shall oversee the evaluation of the Board
and executive officers of the Company. In discharging this responsibility,
the Committee shall solicit comments from all Directors and report
annually to the Board on the results of the
evaluation.
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N.
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Succession Planning.
The Committee shall review periodically with the Chairman of the Board and
the Chief Executive Officer the succession plans relating to positions
held by executive officers of the Company. The Committee shall also make
recommendations to the Board with respect to the process for selection,
and the selection, of individuals to occupy these
positions.
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O.
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Delegation. The
Committee may delegate any of its responsibilities to a subcommittee
composed of one or more members of the
Committee.
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P.
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Other Delegated
Responsibilities. The Committee shall also carry out such other
duties that may be delegated to it by the Board from time to
time.
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IV.
Funding.
The Committee shall have the authority
to retain outside consultants and advisors and utilize the services of the
Company’s corporate legal counsel as it deems necessary and appropriate to carry
out its duties and responsibilities hereunder. The Company shall provide
appropriate funding, as determined by the Committee, for (i) payment of
compensation to any outside consultants and advisors employed by the
Company and (ii) payment of ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its
duties.
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