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I. Purpose

The purpose of the Independent Directors/Nominating Committee is to meet independently from Management of Alanco Technologies, Inc. (the “Corporation”) and to select qualified nominees to be elected to the board of directors (the "Board of Directors") of the Corporation by the Corporation's stockholders at the annual stockholder meeting, to select qualified persons to fill any vacancies on the Board of Directors, and to undertake such other duties and responsibilities as may from time to time be delegated by the Board of Directors to the Independent Directors/Nominating Committee.

 

II. Membership Requirements

The Independent Directors/Nominating Committee shall be comprised of that number of directors as the Board of Directors shall determine from time to time, such number not to be less than two. The membership of the Independent Directors/Nominating Committee shall meet all applicable requirements of the NASDAQ and the Securities and Exchange Commission (the "SEC") and any other applicable laws, rules and regulations with respect to independence, as determined by the Board. The members of the Independent Directors/Nominating Committee shall be appointed annually by the Board of Directors and may be removed at any time, with or without cause, by the Board of Directors. Unless a Chairman of the Independent Directors/Nominating Committee is elected by the full Board of Directors, the members of the Independent Directors/Nominating Committee may designate a Chairman by majority vote of the full Independent Directors/Nominating Committee membership.

 

III. Authority

In discharging its responsibilities, the Independent Directors/Nominating Committee shall have authority to retain outside counsel or other consultants in the Independent Directors/Nominating Committee's sole discretion. The Independent Directors/Nominating Committee shall also have sole authority to approve the fees and other retention terms of such consultants and to terminate such consultants. The Independent Directors/Nominating Committee shall have the authority to create subcommittees with such powers as the Independent Directors/Nominating Committee shall from time to time confer.

IV. Responsibilities

The following are the general responsibilities of the Independent Directors/Nominating Committee and are set forth only for its guidance.  The Independent Directors/Nominating Committee may assume such other responsibilities as it deems necessary or appropriate in carrying out its purpose.

The Independent Directors/Nominating Committee shall:

1.    Hold regularly scheduled executive sessions at which only Independent Directors are present (in person or by conference telephone) in order to facilitate discussion by the Independent Directors about the Company’s activities and business.  As appropriate, such Executive Sessions shall be scheduled to take place in conjunction with regularly scheduled meetings of the Board.

2.    Select a replacement Director when a vacancy on the Board of Directors occurs or is anticipated;

3.    Establish the criteria for evaluating and evaluate the qualifications of individuals for election as members of the Board of Directors, which criteria shall include, at a minimum, the following:

a.    compliance with the independence and other applicable requirements of NASDAQ and the SEC, all other applicable laws, rules, regulations and listing standards, and the criteria, policies and principles set forth in the Corporation's Articles of Incorporation, Bylaws, Code of Conduct, and this Charter; and

b.    the ability to contribute to the effective management of the Corporation, taking into account the needs of the Corporation and such factors as the individual's experience, perspective, skills, time availability, knowledge of the industries in which the Corporation operates, and such other criteria as the Committee shall determine to be relevant at the time.

4.    Consider stockholder recommendations for possible nominees for election as members of the Board of Directors;

5.    Annually evaluate the qualifications of current members of the Board of Directors who are available for reelection, in light of the characteristics of independence, skills, experience, availability of service to the Corporation and tenure of its members, and of the Board's anticipated needs;

6.    Upon a significant change in a Director's personal circumstances or in the event a significant ongoing time commitment arises that may be inconsistent with a Director's service to the Board, review, as appropriate and in light of the then current Board policies as reflected in the Code of Conduct or other corporate governance principles, the continued Board membership of such member;

7.    Report to the Board of Directors its conclusions with respect to the matters that the Independent Directors/Nominating Committee has considered;

8.    Review and reassess the adequacy of this Charter of the Independent Directors/Nominating Committee annually and submit any proposed modifications to the Board of Directors for approval; and

9.    Review and evaluate the Independent Directors/Nominating Committee's performance annually with the committee or individual designated by the Board of Directors to undertake such review.

V. Reliance

The Committee, and each member of the Committee in his or her capacities as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) officers and other employees of the Corporation, which such member believes to be reliable and competent in the matters presented, (ii) counsel, public accountants or other persons as to matters which the member believes to be within the professional competence of such person.

 

VI. Meetings

Subject to the Bylaws and resolutions of the Board of Directors, the Independent Directors/Nominating Committee shall meet not less than once a year at such time as the Chairman of the Independent Directors/Nominating Committee shall designate.  The Independent Directors/Nominating Committee shall fix its own rules of procedure, and a majority of the number of members then serving on the Independent Directors/Nominating Committee shall constitute a quorum.  All action taken by the Independent Directors/Nominating Committee shall be reported to the Board of Directors.

 

 

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