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The following Nominating and Corporate Governance Committee Charter was adopted by the Board of Directors of Conversion Services International, Inc. (the "Company"):
- Members. The Board of Directors appoints a Nominating and Corporate Governance Committee of at least two (2) "independent" directors of the Board and designates one (1) member as chair. "Independent" means a director who meets the definition of "independence" under the rules and regulations of the Securities and Exchange Commission ("SEC") , and The American Stock Exchange or the Over The Counter Bulletin Board (as applicable), as determined by the Board of Directors. Each member of the Nomination and Corporate Governance Committee shall be subject to annual reconfirmation and may be removed by the Board at any time.
- Purposes, Duties and Responsibilities. The Nominating and Corporate Governance Committee assists the Board of Directors in identifying, screening and recommending qualified candidates to serve as directors of the Company and in maintaining oversight of the Board of Directors' operations and effectiveness. Specifically, the Nominating and Corporate Governance Committee will:
- Recommend to the Board of Directors candidates for election or reelection to the Board of Directors at each Annual Meeting of Stockholders of the Company.
- Recommend to the Board of Directors candidates for election by the Board of Directors to fill vacancies occurring on the Board of Directors.
- Consider stockholder nominees.
- Make recommendations to the Board of Directors concerning the selection criteria to be used by the Nominating and Corporate Governance Committee in seeking nominees for election to the Board of Directors.
- Aid in attracting qualified candidates to serve on the Board of Directors.
- Make recommendations to the Board of Directors concerning the structure, composition and functioning of the Board of Directors and all Board of Directors committees.
- Review Board of Directors meeting procedures, including the appropriateness and adequacy of the information supplied to directors prior to and during Board of Directors meetings.
- Review and recommend retirement policies for directors.
- Review any outside directorships in other public companies held by senior company officials.
- Periodically receive and consider recommendations from the Chief Executive Officer ("CEO") regarding succession at the CEO and other senior officer levels.
- Make reports and recommendations to the Board of Directors within the scope of its functions.
- Review the Nominating and Corporate Governance Committee Charter from time to time and recommend any changes thereto to the Board of Directors.
- Meetings. The Nominating and Corporate Governance Committee will meet as often as it deems necessary or appropriate, in its judgment, either in person or telephonically, and as such times and places as the Committee determines. The majority of the members of the Nominating and Corporate Governance Committee constitute a quorum and shall be empowered to act on behalf of the Nominating and Corporate Governance Committee. Minutes shall be kept of each meeting of the Nominating and Corporate Governance Committee.
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