The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Insperity, Inc. (the “Company”) to (1) identify individuals qualified to become Board members, consistent with the criteria for selection approved by the Board; (2) to recommend to the Board a slate of director nominees to be elected by the stockholders at the next annual meeting of stockholders and, when appropriate, director appointees to take office between annual meetings; (3) to develop and recommend to the Board a set of corporate governance guidelines for the Company; and (4) to oversee the evaluation of the Board and management.
Membership and Meetings
The Committee shall consist of a number of directors fixed from time to time by the Board of Directors, not less than two. The members of the Committee shall be appointed and may be removed by the Board in its discretion, and shall serve for such term as the Board determines or until their successors are elected or appointed. The members of the Committee shall meet the independence requirements of the listing standards of The New York Stock Exchange. Committee members may be removed by a majority vote of the Board in its discretion.
The Committee shall meet as often as its members shall determine to be necessary, or as meetings may be called by the Chair of the Committee, any two members of the Committee or the Chairman of the Board, but in any event shall meet at least three times each year. The Committee may invite members of management or others to attend meetings and/or to furnish pertinent information. The Committee may also meet in executive session as required. The Board shall appoint one member of the Committee as Chair. The Chair of the Committee shall serve as the Lead Independent Director, pursuant to, and in accordance with, the conditions, duties and responsibilities set forth in the Company’s Corporate Governance Guidelines. The Chair of the Committee shall be responsible for scheduling all meetings of the Committee, determining the agenda for each meeting (following consultation with other members of the Committee and with management), presiding over meetings of the Committee and coordinating reporting to the Board. In the absence of the Chair, the majority of the members of the Committee present at a meeting shall appoint a member to preside at the meeting. A majority of the members of the Committee shall be present at each meeting of the Committee to establish a quorum and a vote of a majority of the members present will constitute an act of the Committee.
The Committee may form and delegate authority to subcommittees when appropriate.
The Committee shall make regular reports to the Board and all actions of the Committee shall be reported to the Board at the next regular meeting of the Board.
Duties and Responsibilities
The Committee shall:
- Search for, identify and recommend to the Board, consistent with criteria approved by the Board, the slate of qualified nominees of directors to be elected by the stockholders (and any directors to be elected by the Board to fill vacancies or newly created directorships between annual meetings). As part of its process, the Committee shall consider and evaluate nominees proposed by stockholders.
- Determine and recommend to the Board for approval qualifications for Board membership, including matters such as independence, the nature and timing of service on other boards, the ability of former employees to serve on the Board and the Board’s having an appropriate mix of backgrounds and skills. The Committee shall also evaluate whether it is appropriate to adopt minimum qualifications that must be met by prospective nominees to the Board, qualities or skills that the Committee believes are necessary for one or more of the Company’s directors to possess, and standards for the overall structure of the Company’s Board.
- Review the suitability of each Board member for continued service as a director when his or her term expires, and recommend whether or not the director should be re-nominated.
- Review directorships in other public companies held by or offered to directors, potential directors and senior management (used herein to refer to the Management Team) of the Company, and evaluate the nature of and time involved in such service on other boards, including service on any board committees, when determining the suitability of a director or potential director to serve on the Company’s Board or one of its committees.
- Recommend committee assignments for directors to the Board as openings occur on committees of the Board, or as rotations of committee assignments are deemed advisable by the Board upon recommendation from the Committee. The Committee shall recommend committee assignments in accordance with the membership requirements specified in the Charter of each committee, and with due consideration given to each committee’s annual assessment of its composition, performance and effectiveness.
- Develop and recommend to the Board a set of corporate governance guidelines for approval; once adopted, periodically, but at least annually, evaluate the adequacy of the corporate governance guidelines and, as needed, recommend any modifications to the Board for approval.
- Develop and recommend to the Board for approval a self-evaluation process for the Board and its committees, and oversee the Board’s annual self-evaluations. In conducting its assessment, the Committee will solicit comments from all directors and may employ such other means as it may deem appropriate in conducting the assessment.
- Develop and make recommendations to the Board for approval standards and processes for determining the independence of Board members that meet the requirements of The New York Stock Exchange and applicable laws and regulations. In addition, in accordance with such processes and using such standards, the Committee shall conduct a preliminary review of the independence of each Board member and provide the findings and make recommendations to the full Board regarding the independence of each Board member.
- Annually review and report to the Board on the succession planning with respect to the chief executive officer, and recommend to the Board a successor to the chief executive officer when a vacancy occurs through retirement or otherwise, including emergency procedures for succession in the event of unexpected death, disability, or departure of the chief executive officer.
- Review and report to the Board on succession planning with respect to other members of senior management and other proposed changes involving senior management positions.
- Exercise such other duties and responsibilities as may be assigned by the Board from time to time.
In exercising its authority, duties and responsibilities under this Charter, the Committee shall have and may exercise all the powers and authority of the Board. The Committee shall have the sole authority to retain and terminate any search firm engaged to assist in identifying director candidates, including the sole authority to approve related fees and retention terms. The Committee shall be assisted by appropriate corporate staff, and in addition, the Committee may obtain assistance from such other persons, who need not be employees of the Company, or organizations as it may deem appropriate, with the expenses incurred in their use to be paid by the Company. The foregoing authority includes obtaining advice and assistance from internal or external legal, accounting or other advisors or consultants.
Annual Review of Charter and Performance
At least annually, the Committee shall review and reassess the adequacy of this Charter. The Committee shall report the results of the review to the Board and, if necessary, recommend that the Board amend this Charter. The Committee shall annually review its own performance.