Core Points - The Nomination and Corporate Governance Committee of the company is established to identify qualified individuals for board membership and to provide recommendations for nominees at the annual shareholder meetings [6] - The committee is composed entirely of independent directors as per NASDAQ rules, with a minimum of two members [1] - The committee is responsible for reviewing and recommending changes to corporate governance guidelines and conducting annual performance evaluations of the board and its committees [3][6] Group 1: Committee Structure and Meetings - The committee members are appointed annually by the board and can be replaced at any time by the board [1] - Meetings can be held in person or via telecommunication, with a quorum established by a majority of members [2] - The committee chair collaborates with members to set meeting agendas, which should be provided in advance [2] Group 2: Responsibilities and Powers - The committee is tasked with reviewing the appropriateness of its charter annually and advising the board on significant developments in corporate governance [3] - It is responsible for establishing a process for identifying and recommending nominees for the board, including shareholder nominations [4] - The committee evaluates the independence of non-executive directors and oversees the hiring and termination of search firms for board candidates [9] Group 3: Succession Planning and Education - The committee provides recommendations for succession planning for key management positions, including the CEO [5] - It is also responsible for preparing educational materials and courses for directors to assist them in fulfilling their duties [9]