The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Cohen & Company (the “Company”). Its primary functions are to:
Seek, consider and recommend to the Board qualified candidates for election as directors and to recommend a slate of nominees for election as directors at the annual meeting;
Periodically prepare and submit to the Board for adoption the Committee’s selection criteria for director nominees;
Review and make recommendations on matters involving the general operation of the Board, including development and recommendation of the Company’s corporate governance guidelines (“Corporate Governance Guidelines”), and annually recommend to the Board nominees for each committee of the Board; and
Facilitate the assessment of the Board’s performance as a whole and of the individual directors and report thereon to the Board.
The Committee will consist of no fewer than three members. All members of the Committee will be, in the business judgment of the Board, “independent” under the independence requirements set forth, from time to time, in the listing standards of the NYSE Amex (“AMEX”) and any other applicable laws, rules or regulations, including, without limitation, any rules promulgated by the Securities and Exchange Commission (the “SEC”). The members of the Committee will be elected annually for a term of one year and will serve at the pleasure of the Board.
The members of the Committee will be appointed, removed and replaced by, and in the sole discretion of, the Board.
The Board will designate one member of the Committee to be the chairman of the Committee.
The Committee will create its own rules of procedure, including rules regarding notice of meetings, quorum and voting. Such rules will be consistent with the Company’s articles of incorporation, as amended, bylaws and with this charter.
The Committee may create subcommittees to perform particular functions, either generally or in specific instances.
Minutes will be kept with regard to each meeting of the Committee, which will record all actions taken by the Committee. The minutes will be maintained with the books and records of the Company. Copies of the minutes of each meeting of the Committee will be sent promptly after the meeting to all members of the Board.
The Committee will report to the Board at all regular meetings of the Board or at such other times as the Committee deems necessary or appropriate.
The Committee shall meet in person or telephonically at least twice a year at a time and place determined by the Committee chairman, with further meetings to occur when deemed necessary or desirable by the Committee or its chairman. Actions of the Committee may also be taken by unanimous written consent when deemed necessary or desirable by the Committee of its chairman.
The Committee may request members of management or others to attend meetings and provide pertinent information as necessary.
RESPONSIBILITIES AND POWERS
In order to carry out the purposes described above, the Committee will:
Any performance evaluation conducted by the Committee shall be performed in such manner as the Committee deems appropriate. Any report to the Board may take the form of an oral report by any designated member of the Committee. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee provided that a charter is adopted for such subcommittee.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants at the expense of the Company without seeking approval of the Board. The Committee shall have the sole authority to select and retain a consultant or search firm, to terminate any consultant or search firm retained by it, and to approve the consultant or search firm’s fees and other retention terms. The Committee has the power, in its discretion, to conduct any investigation it deems necessary or appropriate to enable it to carry out its duties.
In carrying out its duties, the Committee will act in reliance on management, the independent public accountants, internal auditors, and outside advisors and experts, as it deems necessary or appropriate.