CHARTER OF THE NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS OF
CALMARE THERAPEUTICS INCORPORATED
The purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Calmare Therapeutics Incorporated (the "Company") shall be to:
- Identify individuals qualified to become members of the Board, consistent with criteria approved by the Board;
- Recommend to the Board candidates for all directorships to be filled by the Board or stockholders of the Company;
- In consultation with the Chairman of the Board, recommend to the Board members of the Board to be appointed to committees of the Board, including in the event of vacancies;
- Develop and recommend to the Board a set of corporate governance principles applicable to the Company;
- Oversee, evaluate and monitor the Board and its individual members, the management of the Company and the corporate governance principles and procedures of the Company; and
- Fulfill such other duties and responsibilities as may be set forth in this Charter or as may be assigned to the Committee by the Board from time to time.
The Committee shall consist of three or more members of the Board appointed by the full Board. Each member of the Committee shall be an "independent" director, as determined by the Board, in accordance with the applicable rules of the American Stock Exchange and any other applicable legal or regulatory requirement.
The members of the Committee shall be appointed or reappointed annually and shall serve until such member's successor is appointed by the Board or until such member's earlier death, resignation, removal or cessation as a director of the Company. Any member of the Committee may be removed from the Committee, with or without cause, by a majority vote of the Board. The Board shall also designate a Committee chairperson.
The Committee may establish its own schedule for meetings throughout the year, and shall determine the number of meetings necessary and proper for the conduct of its business. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to the members of the Committee prior to each meeting. The time and place of the meetings of the Committee and the procedures to be followed at such meetings shall be determined from time to time by the members of the Committee, provided that (i) a quorum for meetings shall be a majority of the members present in person or by telephone or any other telecommunications device which allows all persons participating in the meeting to speak and hear each other, (ii) the affirmative vote of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee, and (iii) the Committee may act by unanimous written consent signed by each member of the Committee.
The Committee shall maintain written minutes of the meetings, which minutes shall be filed with the minutes of the meetings of the Board.
Responsibilities and Duties
The responsibilities and duties set forth below, shall be the common recurring activities of the Committee in carrying out its purpose as set forth in this Charter. The responsibilities and duties set forth in this Charter should serve as a guide with the express understanding that the Committee may carry out additional responsibilities and duties and adopt additional policies and procedures as may be necessary in light of any changing business, legislative, regulatory, legal or other conditions.
The responsibilities and duties of the Committee shall be to:
- Develop and recommend to the Board specific criteria for the selection of directors.
- Review and make recommendations regarding the composition of the Board in order to ensure that the Board has an appropriate breadth of expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.
- Review the qualifications of, and recommend to the Board, those persons to be nominated for membership on the Board and to be elected by the Company's stockholders or by the Board to fill vacancies and newly created directorships. In identifying candidates for membership on the Board, the Committee shall evaluate all factors which it deems appropriate, including but not limited to a candidate's integrity and business ethics, strength of character, mature judgment, expertise in life, digital, nano or physical sciences, other relevant technical skills, the extent to which the candidate would fill a present need on the Board and any other factors set forth in the Company's Corporate Governance Principles. The Committee shall also review and make recommendations to the Board whether members of the Board should stand for re-election.
- Review and assess at least annually the performance of the Board and individual members thereof, the other committees of the Board and the Committee itself.
- Periodically review the charter and composition of each committee of the Board and make recommendations to the Board for the adoption of or revisions to the committee charters, the creation of additional Board committees or the elimination of any Board committees.
- Develop and recommend to the Board a set of corporate governance principles and guidelines and to maintain awareness of developments with regard to corporate governance to enable the Committee to make recommendations to the Board in light of such developments as the Committee may deem appropriate.
- Review, from time to time as the Committee may deem appropriate or as requested by the Board, the compensation of the Board, including but not limited to retainer and meeting attendance fees, as well as other Board compensation programs and policies, and make recommendations to the Board regarding any changes thereto.
- Review management's monitoring of compliance with the Company's Corporate Standards of Conduct, consider any requests for waivers of such standards of conduct by directors or executive officers and review any proposed transactions between the Company and its directors or executive officers.
- Perform such other responsibilities and duties as may be assigned to the Committee from time to time by the Board.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion and to retain, terminate and obtain advice, reports or opinions from search firms or other internal or outside advisors and legal counsel in the performance of its duties and responsibilities, and shall have the sole authority to approve related fees and retention terms. The Committee shall have full access to any relevant records of the Company and may also request that any officer or other employee of the Company meet with any members of, or consultants to the Committee as is reasonably necessary for the Committee to effectively perform its duties and responsibilities.
The Committee shall report periodically to the Board (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the discharge of the Committee's duties and responsibilities, and (iii) with respect to such recommendations as the Committee may deem appropriate from time to time. The report can be a written or an oral report by a member of the Committee elected by the Committee to give such report to the Board. In addition, the Committee shall also prepare an annual report on corporate governance matters for inclusion in the proxy statement.