EGC Corporate Governance Practices (May 2018)

A Survey and Related Resources PAGE D-7 o the conflict of interest policies and procedures of the person that employs the compensation adviser; o any relationship of the compensation adviser with a member of the compensation committee; o any stock of the listed company owned by the compensation adviser; and o any business or personal relationship of the compensation adviser with an executive officer of the company. Compensation advisers do not need to be independent, but the compensation committee must undertake an evaluation of their independence. o The responsibility and authority to consider the six independence factors itemized in Rule 10C-1(b)(4) under the Exchange Act (same as the six factors enumerated under the NYSE rules) before selecting or receiving advice from any compensation advisor. The compensation committee must review and reassess the adequacy of the compensation committee charter annually. Nominating & Corporate Governance Committee Charter The written charter must address: • Purpose and responsibilities, which must at a minimum include: o identifying individuals qualified to become board members consistent with criteria approved by the board and select, or recommend that the board select, the director nominees for the next annual meeting of stockholders; o developing and recommending to the board a set of corporate governance guidelines for the company; and o overseeing the evaluation of the board and management. • Annual performance self-evaluation of the committee. The charter should also address: • Committee member qualifications. • Appointment and removal of members. • Structure and operations, including the ability to delegate to subcommittees. • Reporting to the board. • Sole authority to retain and terminate any search firm to be used to identify director candidates, including authority to approve the search firm's fees and other retention terms. If the company has an N&CG Committee, it must have a written charter addressing the director nominations process and any related matters as may be required under federal securities laws. If the company does not have an N&CG Committee, it must certify that it has adopted board resolutions addressing the director nominations process and any related matters as may be required under federal securities laws.