The Board nominates directors for election at each annual meeting of shareholders and may appoint new directors to fill vacancies when they arise between annual meetings of shareholders. The Nominating and Corporate Governance Committee has the responsibility to identify, evaluate, recruit and recommend qualified candidates to the Board for nomination or election. In considering candidates for the Board, the Nominating and Corporate Governance Committee reviews the entirety of each candidate’s credentials. In particular, the committee’s assessment of potential candidates for election includes, but is not limited to, consideration of:
| (i) | relevant knowledge and range of background and experience; |
| (ii) | understanding of the Company’s business; |
| (iii) | roles and contributions valuable to the business community; |
| (iv) | personal qualities of leadership, character, judgment and whether the candidate possesses and maintains, throughout service on the Board, a reputation in the community at large of integrity, trust, respect, competence and adherence to the highest ethical standards; |
| (v) | whether the candidate is free of conflicts and has the time required for preparation, participation and attendance at all meetings; |
| (vi) | compatibility with our Chief Executive Officer, senior management and the culture of the Board; and |
| (vii) | other factors deemed relevant. |
The Nominating and Corporate Governance Committee assesses the Board’s current and anticipated strengths and needs based upon the Board’s then-current profile and the Company’s current and future needs, and screens the slate of candidates to identify the individuals who best fit the criteria listed above. During the selection process, the Nominating and Corporate Governance Committee seeks to ensure a broad range of perspectives and experiences within the Board. The Nominating and Corporate Governance Committee considers overall composition of the Board with respect to varied backgrounds and professional expertise. Candidates to the Board may be recommended by its members, by other Board members, by shareholders, and by management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates. The Nominating and Corporate Governance Committee will evaluate director candidates recommended by shareholders in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate.
