The primary purposes of the Governance, Compliance and, Nominating Committee (the “Committee”) are to ensure that (1) the Board of Directors (the “Board”) of Roust Corporation (the “Company”) consists primarily of qualified directors, (2) the Company and its Board follow the best possible corporate governance practices and (3) the Company and its Board maintain appropriate procedures to ensure compliance with the Company’s Certificate of Incorporation, By-Laws, significant covenants in its debt obligations, applicable law and generally accepted standards of corporate best practice. Its responsibilities in that regard include:
In discharging this oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all Company books, records, facilities, personnel, legal counsel and independent auditors, along with the power to retain, at the Company’s expense, search firms, outside counsel or other experts for this purpose. The Committee shall have sole authority to approve any search firm’s fees and other retention terms as long as the fees are in line with standard norms.
The Committee shall review the adequacy of this charter on an annual basis and recommend any appropriate changes to the Board for consideration.
Appointment and Removal. The Committee shall be appointed by the Board and shall serve on the Board for such term as the Board may decide or, with respect to individual Committee members, until such Committee member is no longer a Board member or is removed by the Board in accordance with the Company’s Bylaws. The Board shall designate the chairperson of the Committee.
Number and Meetings. The Committee shall be comprised of not less than one member of the Board. The Committee shall meet as often as necessary to fulfill its responsibilities. The Committee may appoint subcommittees and may delegate its responsibilities to a subcommittee to the extent it deems appropriate.
The following functions shall be the common, recurring activities of the Committee in carrying out its duties.