Nominating and Governance Committee Charter
The principal purposes of the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Research Solutions, Inc. (the “Company”) are to:
• Identify individuals qualified to become Board members and recommend to the Board the director nominees for the next annual meeting of stockholders and candidates to fill vacancies on the Board;
• Recommend to the Board the directors to be appointed to Board committees;
• Oversee the effectiveness of the Company’s corporate governance in accordance with regulatory and any Company-established guidelines; and
• Carry out the specific responsibilities set forth below in furtherance of this stated purpose.
Committee Membership and Procedures
The Committee shall be comprised of at least three members of the Board, all of whom shall satisfy the independence requirements of The NASDAQ Stock Market, Inc. and applicable provisions of the rules of the Securities and Exchange Commission. Committee members shall be appointed by the Board. Unless the Board elects a Chairperson of the Committee, the Committee shall elect a Chairperson by majority vote. Committee members may be removed at any time with or without cause by the Board. The Committee may form subcommittees and may delegate authority to any subcommittee.
The Committee shall meet as often as it deems necessary, and in any event at least once per year, in order to perform its responsibilities. The Committee shall meet at the call of any member of the Committee. Meetings of the Committee may be held telephonically. A majority of the members of the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which a quorum is present shall constitute the action of the Committee. Without a meeting, the Committee may act by unanimous written consent of all members. The Committee shall otherwise establish its own rules of procedure, including designation of a chairperson pro tempore, in the absence of the Chairperson, and designation of a secretary. The secretary need not be a member of the Committee and shall attend Committee meetings and prepare minutes. The Committee shall keep such records of its meetings as it shall deem appropriate, which shall be filed with the books and records of the Company. Any member of the Board shall be provided with copies of such Committee minutes if requested.
The Committee may ask members of management, employees, outside counsel or others whose advice and counsel are relevant to the issues then being considered by the Committee, to attend any meetings and to provide such pertinent information as the Committee may request.
The Chairperson of the Committee shall be responsible for leadership of the Committee, including preparing the agenda, presiding over Committee meetings, making Committee assignments and reporting the Committee’s actions to the Board from time to time as requested by the Board.
Committee Authority and Responsibilities
Nominees for Election as Directors. The Committee shall recommend to the Board the director nominees for the next annual meeting of stockholders and persons to fill vacancies on the Board that occur between meetings of stockholders. In carrying out this responsibility, the Committee shall:
• Develop criteria for selecting directors and, when appropriate, conduct searches for prospective Board members whose skills and attributes meet those criteria;
• Consider nominees submitted to the Board by stockholders; and
• Prior to recommending a nominee for election, determine that the election of the nominee as a director would effectively further the policies set forth in any corporate governance guidelines applicable to the Company.
Consideration of Director Candidates and Proposals Submitted by Stockholders.
In selecting nominees for director, the Committee shall review candidates recommended by stockholders in the same manner and using the same general criteria as candidates recruited by the Committee and/or recommended by the Board. Any stockholder wishing to recommend a director candidate for consideration by the Committee shall provide the information required by the Company’s bylaws as then in effect. The Committee may seek further information from or about the stockholder, the candidate, or any such other beneficial owner, including information about all business and other relationships between the candidate and the stockholder and between the candidate and any such other beneficial owner. Any recommendations for consideration by the Committee must comply with any applicable timing requirements set forth in the Company’s bylaws as then in effect. In addition, the Committee shall review stockholder proposals properly submitted to the Board and shall recommend to the Board the Company’s responses thereto.
Appointments to Board Committees.
At least annually, the Committee shall recommend to the Board the directors to be appointed to the various committees of the Board and the Chairperson of each committee. The Committee shall consider the desired qualifications for membership on each committee, the availability of each director to meet the time commitment required for membership on the particular committee, and the extent to which there should be a policy of periodic rotation of committee members.
The Committee shall oversee the process of evaluations of the Board, its committees and executive management of the Company, and make recommendations to the Board as appropriate. The Committee shall monitor the attendance, preparation and participation of individual directors and shall conduct a performance evaluation of each director prior to the time such director is considered for re-nomination to the Board.
Code of Business Conduct and Ethics.
The Committee shall develop and recommend to the Board a code (or separate codes) of business conduct and ethics and shall consider any requests for waivers thereunder or recommend to the Board delegation of authority to another committee of the Board to consider such requests. The Company shall make disclosure of such waivers as required by applicable law, regulations or listing standards.
The Committee shall advise the Board with respect to compensation of non-employee directors.
Orientation and Education.
The Committee shall oversee the orientation and education of directors with respect to the Company’s business and financial matters, corporate governance and other appropriate subjects.
Engagement of Advisors.
The Committee shall have the sole authority to retain and terminate any search firm used to identify director candidates and shall have sole authority to approve such search firm’s fees and other retention terms. The Committee also shall have authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any member of, or consultants to, the Committee.
Periodically, the Committee shall review the Company’s plan for Chief Executive Officer succession and succession plans for key positions in the Company.
The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval.
Nothing contained herein is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined herein are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities. This Charter, and any amendments thereto, shall be displayed on the Company’s website and a printed copy of the same shall be made available to any stockholder of the Company who requests it.