The Board of Directors (the "Board") of Cenveo, Inc. (the "Company") hereby constitutes and establishes a Nominating AND Governance Committee (the "Committee") with the authority, purpose, responsibilities and specific duties described below.
Purpose and Responsibilities
The Committee has been formed to assist the Board in fulfilling its responsibilities and to carry out the purposes and responsibilities required of it under applicable law and the requirements of the New York Stock Exchange (the "NYSE").
The primary purpose and responsibilities of the Committee are to
- Identify individuals qualified to become members of the Company's Board of Directors consistent with the criteria set forth in the Company's Governance Guidelines as approved by the Board.
- Select, or recommend that the Board select, the director nominees for each annual meeting of shareholders of the Company.
- Develop and recommend to the Board the corporate governance principles of the Company including future changes thereto.
- Oversee the evaluation of the Board and management of the Company.
Membership and Operations
The Committee shall be composed of two or more directors all of whom shall be "independent directors" as determined by the Board in accordance with Section 303A of the NYSE's Listed Company Manual ("Rule 303A") and the "Standards for Independence" set forth in the Company's Governance Guidelines. Members of the Committee and the Chair of the Committee shall be appointed and removed from time to time by the independent members of the Board.
The Committee shall meet no less frequently than quarterly in conjunction with regularly scheduled meetings of the Board. The Chair shall have full voting rights. The Chair may call, in his or her discretion, special meetings of the Committee which meetings may be conducted telephonically. In the event that the Chair is absent from a meeting, the member with the greatest seniority on the Board shall chair the meeting unless the members agree otherwise. The Chair shall appoint a secretary of the Committee which need not be a member of the Committee or the Board and who may be an employee of the Company. The secretary shall keep minutes of the meeting but shall not be entitled to vote on matters presented for a vote unless otherwise a member of the Committee. Attendance by persons other than members of the Committee at meetings of the Committee shall be allowed only at the invitation of the Chair or a majority of the members. If the Committee has three or more members, it may delegate a portion of its duties to one or more subcommittees.
In addition to the foregoing primary responsibilities, the duties and responsibilities of the Committee shall be to:
- Determine whether the skills, expertise and experience that should be represented by the various members of the Board of Directors are adequate and appropriate. Specifically, there should be members of the Board that are expert in financial matters and qualified to serve on the Board's Audit Committee.
- Make recommendations to the entire Board as to additional skills, expertise and experience that should be represented by new candidates for the Board of Directors.
- Identify, solicit and recommend as Board member candidates individuals possessing the skills, expertise and experience which the Board believes are desirable or necessary.
- Determine any other qualifications for a director including education, work experience, expertise, and ownership positions of the Company's common stock.
- Insure that the standards for determining the "independence" of each director are reviewed and applied to each director of the Company and that each director on this Committee and the Board's Audit and Compensation Committee qualifies as "independent".
- Insure that the Company adopts and maintains a written code of business conduct and ethics and determine whether such code is being followed and enforced as to the Company's Board members and officers.
- Develop and recommend to the Board of Directors Governance Guidelines covering at least those matters set forth in Rule 303A, to review such guidelines annually and to make recommendations to the Board for any changes or additions to such guidelines.
- Oversee compliance with the Company's Governance Guidelines and report to the Board any identified non-compliance and recommend remedial actions related thereto.
- Insure that any new director participates in the orientation program for new directors provided in the Governance Guidelines.
- Oversee compliance with the continuing education and development requirements by each member of the Board, including approving seminars and programs attended and obtaining a certificate of compliance from each director.
- Determine that the requirements and standards for each member of a committee of the Board and the chairperson of such committee have been and are being met.
- Conduct an annual performance self-evaluation of the Board.
- Oversee in conjunction with the Board's Compensation Committee the annual review of the Company's CEO and, with the Company's CEO, the annual review of management. In accordance with procedures set for in the Company's Governance Guidelines.
- Conduct an annual performance self-evaluation as to the effectiveness of the Committee and to insure that each committee conducts an annual performance self-evaluation of such committee.
- Insure that there is a quarterly executive session meeting of the non-management members of the Board. If any non-management director is not an "independent director," to insure that there is at least an annual executive session of the independent members of the Board. The chair of the executive session shall be a "lead director" which position shall be rotated among the members of the Board in accordance with procedures set for in the Company's Governance Guidelines.
- Report to the Board at each regularly scheduled meeting.
The Committee shall have such powers as are necessary or appropriate to accomplish its purposes, responsibilities and duties including the power to engage (at the Company's expense) outside advisors to assist the Committee in the performance of its duties. The Committee may be required to investigate an activity of the Company related to the Committee's charter, and all employees are directed to cooperate in such investigation as requested by members of the Committee. The Committee shall have the sole authority to retain (at the Company's expense) and terminate any search firm used to identify director candidates, including the sole authority to approve the search firm's fees and other retention terms. The Committee shall have the power to amend this charter from time to time subject to ratification by a majority of the independent members of the entire Board.