Nominating and Corporate Governance Committee Charter
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Concur Technologies, Inc. (the “Company”) is to discharge the responsibilities of the Board with respect to certain nominating and corporate governance matters by carrying out the activities enumerated in Part IV of this Charter.
Subject to the provisions of this Charter, the Committee shall have the authority to direct and supervise any matters within the scope of its duties, the authority to engage search firms, outside counsel, and other advisors as it determines necessary to carry out its duties, and unrestricted access to Company personnel and documents as it determines necessary to carry out its duties. The Company shall provide appropriate funding to the Committee for payment of any compensation to any advisors employed by the Committee pursuant to this Charter, as determined by the Committee after consultation with the Chairman of the Board and approval by the full Board.
All members of the Committee shall be appointed by, and shall serve at the discretion of, the Board. Unless a chairman is appointed by the full Board, the members of the Committee may designate a chairman by vote of a majority of the Committee members.
The Committee shall consist of two or more members of the Board, with the exact number being determined by the Board. Each member of the Committee shall be an “independent director” as defined by the rules of The NASDAQ Stock Market, the United States federal securities laws, and the rules and regulations promulgated there under from time to time, except as otherwise permitted by such rules and regulations (collectively, the “Independence Standards”).
Each member of the Committee shall perform an annual performance self-evaluation.
Meetings of the Committee will be held from time to time as determined by the Committee, but no less than once per year. The Committee shall report to the Board from time to time, as requested by the Board and at such other times as determined by the Committee to be appropriate. In accordance with the Bylaws of the Company and in lieu of a meeting, the Committee may also act by unanimous written consent. A quorum for the transaction of the business of the Committee shall be two members.
IV. Duties and Responsibilities
The following shall be the principal duties and responsibilities of the Committee. The Committee may supplement them as appropriate and may establish policies and procedures from time to time that it or the Board deems necessary or advisable in fulfilling the Committee’s responsibilities, provided that such activities are consistent with this Charter, the Company’s Certificate of Incorporation and Bylaws, and applicable laws. This Charter may be amended by the Board of Directors.
A. Board Composition and Evaluation
- The Committee will periodically review the future membership needs of the Board, and will identify, recruit, and evaluate candidates for appointment or election as members of the Board. As part of the evaluation process, the Committee will review each non-employee director nominee against the Independence Standards.
- The Committee will be responsible for recommending to the Board for approval all nominees to serve as members of the Board, whether they are to be appointed by the Board to fill a vacancy or nominated by the Board for election at a meeting of stockholders.
- The Committee will make recommendations to the Board regarding the composition and operations of the Board, Board member qualifications, and Board member appointment or election.
- The Committee will assist the Board in an annual evaluation of individual members of the Board.
- The Committee will establish Company policy with respect to the consideration of any director candidates recommended by stockholders, and with respect to stockholder communications with directors. The Committee will submit such policy or policies to the Board for review and approval and will review any disclosures concerning such policy that may be required to be included in the proxy statement under SEC rules.
B. Committee Composition and Evaluation
- The Committee will report to the Board periodically regarding the Committee’s review of: (a) the purpose, structure, and operations of the Board’s standing committees, and (b) the composition, qualifications, and criteria for membership on the Board’s standing committees. As the Committee deems appropriate, the Committee will make recommendations to the Board regarding periodic rotation of membership on Board’s standing committees.
- The Committee will evaluate whether appropriate standing committees exist to support the responsibilities of the Board and will make recommendations to the Board regarding the creation of any additional standing committee or the elimination of any standing committee, as appropriate.
- The Committee will assist the Board in an annual evaluation of individual members of all standing committees of the Board.
C. Corporate Governance
- The Committee will periodically review and assess the adequacy of the Company’s Certificate of Incorporation and Bylaws and recommend any modifications thereof to the Board for consideration.
- The Committee will establish if necessary, and will periodically review and assess the adequacy of, the charters of each of the Company’s Board committees and any code of conduct or code of ethics required by the rules of The NASDAQ Stock Market or the Securities and Exchange Commission (each, a “Code”), and will report to the Board on such matters periodically.
- The Committee will evaluate any waivers of the any Code requested by any directors, executive officers, or senior financial officers and recommend appropriate action with respect thereto to the Board for consideration.
- The Committee will periodically review the business interests and business activities of members of the Board and the executive officers of the Company, including any interests and activities that may constitute a conflict of interest.
The Committee will maintain written minutes of its meetings and periodically report to the Board on significant matters related to the Committee’s responsibilities.