Corporate Governance Committee Charter
XeDAR Corporation
Board of Directors
I. Purpose
The Corporate Governance Committee (the "Committee") of the Company is appointed by, and generally acts on behalf of, the Board of Directors (the "Board") of XeDAR Corporation (the "Company"). The Board has determined to establish the governing principles of the Committee through the adoption of this Charter. The Committee's principle purposes shall be: (i) to establish criteria for the selection of directors and to recommend to the Board the nominees for director in connection with the Company's annual meeting of stockholders; (ii) to take a leadership role in shaping the Company's corporate governance policies and to develop and recommend to the Board the Company's Statement on Corporate Governance; and (iii) to oversee and coordinate annual evaluations of the Board, its committees and its members.
II. Responsibilities and Duties
A. Evaluation of the Board and its Composition
The Committee has the following responsibilities:
(i) to consider and make recommendations to the Board concerning the appropriate size and overall characteristics of the Board including desired competencies, skills and attributes of "independent" directors, as such term is defined by applicable regulatory and listing standards;
(ii) to establish criteria for persons to be nominated for election to the Board and its committees, taking into account the composition of the Board as a whole. In addition, the Committee may consider, as appropriate in a particular case, the candidate's: (a) qualifications as "independent" under the various standards applicable to the Board and each of its committees, as well as in judgment of the Committee; (b) depth and breadth of experience within the Company's industry and otherwise; (c) outside time commitments; (d) special areas of expertise; (e) accounting and financial knowledge; (f) business judgment; (g) leadership ability; (h) knowledge of international markets; (i) experience in developing and assessing business strategies; (j) corporate governance expertise; (k) risk management skills; and (l) for incumbent members of the Board, the past performance of the incumbent director, in addition to the foregoing criteria. All nominations for membership on the Board shall be in compliance with the Company's Procedures for the Nomination of Members of the Board.
(iii) submit to the Board annually the Committee's proposed slate of nominees for Directors for submission to the shareholders at the Company's annual meeting of shareholders.
(iv) to conduct searches for prospective directors, review candidates recommended by stockholders, and evaluate and recommend candidates for election to the Board or to fill vacancies. In making its recommendation, the Committee shall seek out outstanding talent among minority groups and women, and shall give consideration to the staffing needs of each of the committees of the Board;
(v) to establish policies for reviewing the continued appropriateness of Board membership when an individual director changes the position he or she held when elected or appointed to the Board;
(vi) evaluate and make recommendations to the Board concerning the appointment of directors to Board committees and the selection of committee chairs; recommendations shall consider suggestions from the Chairperson of the Board, desired characteristics of committee members, specific legal and regulatory requirements, whether there should be a policy of periodic rotation of directors among committees, the number of boards and other committees on which the directors serve, and whether there should be any limitations on the number of consecutive years a director should serve on any one committee; and
(vii) to periodically review the "independence" of each director, as such term is defined by applicable regulatory and listing standards.
(viii) in case a director nomination is made to fill a Board vacancy created by an increase in the size of the Board, make a recommendation to the Board as to the class of directors in which the individual should serve; and
(ix) perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time.
B. Corporate Governance Oversight
The Committee has the following responsibilities:
(i) to periodically, but no less frequently than annually, review and assess the adequacy of the Company's corporate governance principles and recommend any changes to the Board for its approval and adoption;
(ii) to evaluate and recommend to the Board the responsibilities of the Board committees, including the structure, operations and the authority to delegate to subcommittees;
(iii) to assist the Board in its allocation of workload among the various committees of the Board;
(iv) to periodically review and reassess the adequacy of the charters of the various committees of the Board and recommend any proposed changes to the Board for its approval;
(v) to assist the Board with development of responsibilities of directors, including basic duties and responsibilities with respect to attendance at board meetings and advance review of meeting materials;
(vi) to oversee the review and update, when appropriate, of the Company's Code of Business Ethics for Senior Financial Officers;
(vii) to oversee the review and update implementation of the Company's Non-Employee Director Code of Ethics, including reviews of any conflicts of interest that may arise involving directors;
(viii) to approve all service by senior executive officers on outside boards of directors, other than service on boards that is at the request of the Company; and
(ix) to review and recommend adoption of all director and officer insurance policy requirements.
C. Board Evaluation and Development
The Committee has the following responsibilities:
(i) establish procedures for the Committee to exercise oversight of the evaluation of the full Board and its committees, conduct a periodic review of performance of all Directors and, where any Director's performance shall be judged unsatisfactory, recommend appropriate action to the full Board;
(ii) to establish and maintain an orientation program for new directors;
(iii) to develop, or make available, a continuing education program conducted either internally or externally for all directors;
(iv) to periodically review, consider and recommend to the Board the total compensation program for all non-employee directors of the Company for service on the Board and its committees upon recommendation of the Compensation Committee.
III. Other Powers and Responsibilities
A. Evaluations
The Committee shall annually review and assess its own performance and the performance of each Committee member and report to the Board the results of its evaluation. In conducting this review, the Committee shall address matters that it considers relevant to its performance, including at a minimum, the adequacy, appropriateness and quality of the information and recommendations presented to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.
B. Reports
The Committee shall make regular reports to the Board, providing an overview of its activities, summarizing Committee actions and commenting on the fulfillment of the Committee's duties under this Charter. The Committee shall also present resolutions to the Board that the Committee has recommended be adopted at the Board level.
C. Retention of Professional Advisors
The Committee shall have the authority to retain consultants and other third-party advisors of its selection as it deems necessary to provide it with advice and counsel, including a search firm to fulfill its responsibilities of identifying candidates for Board membership. The Company shall provide appropriate funding for the Committee to retain such advisors without requiring the Committee to seek Board approval.
D. Revision of Charter
The Committee periodically, and no less frequently than annually, shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for its approval.
E. Miscellaneous
The Committee shall perform any other activities consistent with this Charter, the Company's Certificate of Incorporation, Bylaws, and governing law, as the Committee or the Board deems necessary or appropriate.
IV. Membership and Organization of Committee
A. Size of Committee
The Committee shall consist of at least two independent directors. Each member of the Committee shall meet the independence requirements of Rule 803A of the rules of the America Stock Exchange LLC (AMEX) and applicable federal securities laws.
B. Appointment
The members of the Committee shall be appointed by the Board. The Board shall designate one member of the committee to serve as Chairperson. If the Chairperson is absent from a meeting, another member of the Committee may act as Chairperson.
C. Term
Members of the Committee will be appointed for one-year terms and shall serve until their resignation, retirement, or removal by the Board or until their successors shall be appointed. The Board may fill vacancies on the Committee and remove a member of the Committee at any time with or without cause. No member of the Committee shall be removed except by majority vote of the independent directors of the Board then in office.
V. Conduct of Meetings
A. Frequency
The Committee shall meet when, where, and as often as it may deem necessary and appropriate in its judgment, but no less than quarterly, either in person or telephonically. Half of the members of the Committee shall constitute a quorum. The Chairman of the Board, the Chairman of the Committee, or the Company's Chief Executive Officer shall have the right to call a special meeting of the Committee.
B. Non-Committee Member Attendees
The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such information as the Committee requests.
C. Conduct of Meetings
The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter.
D. Minutes
A member of the Committee or the Corporate Secretary shall keep written minutes of Committee meetings, which minutes shall be maintained with the books and records of the Company.
E. Delegation of Authority
The Committee may delegate authority to one or more members of the Committee when appropraite, but no such delegation shall be permitted if the authority is required by law, regulation or listing standard to be exercised by the Committee as a whole.
