Nominating and Corporate Governance Committee Charter
Charter of the Nominating and
Corporate Governance Committee
of the Board of Directors of
Landstar System, Inc.
As Adopted by the Board of Directors
February 27, 2004
and Amended and Restated on May 23, 2013
This Charter sets forth, among other things, the purpose, membership and duties and responsibilities of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Landstar System, Inc. (the "Corporation").
The primary purposes of the Committee are to (a) review the composition of the Board and its committees to determine whether it may be appropriate to add or remove individuals or otherwise change the composition thereof; (b) review and evaluate current directors for re-nomination to the Board or reappointment to any Board committee; (c) identify individuals qualified and suitable to become Board members and recommend to the Board the director nominees for each annual meeting of stockholders; (d) develop and recommend to the Board a set of corporate governance principles applicable to the Corporation; and (e) oversee the self-evaluation of the Board and the self-evaluation of each Board committee.
The Committee shall consist of at least three members. The initial members of the Committee shall be appointed by the Board and thereafter the members of the Committee shall be appointed by the Board on the recommendation of the Committee, which shall recommend for Committee membership such directors as it believes are qualified. Members of the Committee shall serve at the pleasure of the Board for such term or terms as the Board may determine.
Each member of the Committee shall satisfy the director independence requirements of the NASDAQ Stock Market.
3. Structure and Operations
The Board shall designate one member of the Committee as its chairperson. The chairperson shall provide notice at least 24 hours in advance of any meeting of the Committee to each member of the Committee. Such notice need not be in writing and need not include a statement of the business to be transacted at or the purpose of the meeting. No notice to or waiver by any member of the Committee shall be required with respect to any meeting at which such member is present.
For purposes of acting at any meeting of the Committee, a majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee may adopt any resolution by either the affirmative vote at a meeting of a majority of the members of the Committee or by the unanimous written consent of all members of the Committee acting without a meeting. The Committee may create one or more subcommittees and may delegate, in its discretion, all or a portion of its duties and responsibilities to such subcommittees, provided that such subcommittees are composed entirely of directors satisfying the independence requirements of the NASDAQ Stock Market.
The Committee shall meet at least twice a year, at such times and places as shall be determined by the Committee chairperson, and may have such additional meetings as the Committee chairperson or a majority of the Committee's members deem necessary or desirable. Members of the Committee may participate in a meeting of the Committee by means of conference call or similar communications arrangements by means of which all persons participating in the meeting can hear each other. The Committee may invite such members of management to its meetings as it may deem desirable or appropriate.
4. Duties and Responsibilities
The Committee's duties and responsibilities shall include each of the items enumerated in this Section 4 and such other matters as may from time to time be delegated to the Committee by the Board.
- The Committee shall recommend to the Board appropriate criteria for the selection of new directors and shall periodically review the criteria adopted by the Board and, if deemed desirable, recommend to the Board changes to such criteria.
- The Committee shall identify and recommend to the Board candidates the Committee believes are qualified and suitable to become members of the Board consistent with criteria for selection of new directors adopted from time to time by the Board; and recommend to the Board the nominees to stand for election as directors at each annual meeting of stockholders or, if applicable, at any special meeting of stockholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy through appointment by a majority of the Corporation's directors. The Committee shall also evaluate directors for re-nomination to the Board and in doing so, assess the performance of such directors.
- The Committee shall identify Board members qualified to fill vacancies on any committee of the Board (including the Committee), and recommend that the Board appoint the identified member or members to the respective committee. In recommending a member for committee membership, the Committee shall take into consideration the factors set forth in the charter of the committee, if any, as well as any other factors it deems appropriate, including without limitation, the Corporation's corporate governance principles, the consistency of the member's experience with the goals of the committee and the interplay of the member's experience with the experience of the other committee members. The Committee shall also evaluate current directors for reappointment to committees of the Board and in doing so, assess the performance of such directors.
- The Committee shall make recommendations to the Board from time to time as to changes in the size of the Board and its committees that the Committee believes to be desirable. The Committee shall periodically review the composition of the Board and its committees in light of the then-current challenges and needs of the Board, the Corporation and each committee, and determine whether it may be appropriate to add or remove individuals, or to rotate committee members and committee chairpersons, after considering issues of judgment, diversity, skills, background and experience.
- The Committee shall oversee the system of corporate governance of the Corporation, including: (i) developing and recommending to the Board a set of corporate governance principles for the Corporation; (ii) reviewing and reassessing the adequacy of the principles at least annually; and (iii) recommending to the Board for approval any such changes to the principles as the Committee believes are appropriate.
- The Committee shall review potential conflicts of interest involving directors, as and when requested by the Board, and shall determine whether such director or directors may vote on any issue as to which there may be a conflict.
- The Committee shall establish procedures for the Committee to exercise oversight of the evaluation of the Board and management. At least annually, the Committee shall lead the Board in a self-evaluation to determine whether it and its committees are functioning effectively and review the evaluations to consider any recommendations for proposed changes to the Board or any of its committees.
- The Committee shall report periodically to the Board on all matters for which the Committee has been delegated responsibility.
- The Committee shall undertake and review with the Board an annual performance evaluation of the Committee, which shall compare the performance of the Committee with the requirements of this Charter and set forth the goals and objectives of the Committee for the upcoming year. The Committee shall conduct such performance evaluation in such manner as the Committee deems appropriate, and may report the results of its performance evaluation through an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.
- The Committee shall annually review and reassess the adequacy of this Charter and recommend to the Board for approval such changes as the Committee believes are appropriate.
- The Committee shall exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board.
5. Authority and Resources
The Committee shall have the sole authority, without further approval by the Board, to select, retain and terminate a consultant or search firm to be used to identify director candidates and to approve any compensation payable by the Corporation to such consultant or search firm, including the fees, terms and other conditions for the performance of such services. In addition, the Committee may, without further approval by the Board, obtain such advice and assistance from outside legal or other advisors as the Committee determines to be necessary or advisable in connection with the discharge of its duties and responsibilities hereunder. Any legal or other advisor retained by the Committee may, but need not, be otherwise engaged by the Corporation for any other purpose.
The Corporation shall pay to any consultant or search firm or outside legal or other advisor retained by the Committee pursuant to the preceding paragraph such compensation, including, without limitation, usual and customary expenses and charges. The Corporation shall also pay ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
The Committee may, in its discretion, conduct or authorize investigations into any matters within the scope of the powers and responsibilities delegated to the Committee.
- Financial Expert
- Independent Director