The Committee will consist of three or more members of the Board, with the exact number determined from time to time by the Board in accordance with the prior recommendation of the Compensation, Nominating & Governance Committee. No decrease in the number of members constituting the Committee shall shorten the term of any incumbent member of the Committee, unless such member has otherwise been removed from the Committee in accordance with this Charter. Each member of the Committee must:
- be an “independent director” as defined under the applicable rules, regulations and listing requirements of the stock exchange upon which the Company’s securities are listed for trading (the “Exchange Rules”);
- be free from any relationship that, in the opinion of the Compensation, Nominating & Governance Committee, would interfere with the exercise of independent judgment by such member in carrying out his or her responsibilities as a Committee member;
- not be an executive officer or employee of the Company; and
- in the opinion of the Compensation, Nominating & Governance Committee, possess (1) the ability to understand corporate compliance and accountability programs and to read and understand data protection and privacy policies and procedures and (2) such other relevant privacy and compliance experience reasonably necessary to exercise his or her duties as a member of the Committee (the “Privacy and Compliance Baseline Requirements”)
All members of the Committee will be appointed by, and will serve at the discretion of, the Board, consistent with the Company's Certificate of Incorporation; provided, however, that the Compensation, Nominating & Governance Committee shall have the sole authority to recommend the appointment of members to, or the removal of members from, the Committee, such that the Board may not approve any such appointment or removal in the absence of a recommendation to do so from the Compensation, Nominating & Governance Committee. In
accordance with the Company's Certificate of Incorporation, the members shall each serve until their respective terms as members of the Board shall expire, subject to their earlier death, resignation or, to the extent removal is recommended by the Compensation, Nominating & Governance Committee, removal by the Board. The Board may appoint a member of the Committee to serve as the chairperson of the Committee (the “Chair”); if the Board does not appoint a Chair, the Committee members may designate a Chair by majority vote. The Chair will set the agenda for Committee meetings and conduct the proceedings of those meetings.