To fulfil its responsibilities and duties the Committee shall:
The Committee shall consist of not less than two directors who shall comply with the listing rules, including, if applicable, the transitional rules of the American Stock Exchange regarding director "independence".
Members shall be appointed by the Board. They shall serve at the pleasure of the Board, for such term as the Board may determine.
The Nominating and Governance Committee shall:
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to obtain advice and assistance from internal or external advisors.
The Committee shall have the sole authority to retain and terminate any search firm that may be used to identify Director candidates.