Nominating Committee. Charter. Purpose

Transcription

1 Nominating Committee Charter Purpose The Nominating Committee (Committee) will identify qualified nominees for the Board to ensure that the Board is appropriately constituted to meet its fiduciary obligations to the Shareholders and to guide and govern GEI. To accomplish this purpose, the Committee will: Solicit nominations from the shareholders Screen the candidates using criteria approved by the shareholders Consult with the Board of Directors Recommend a slate of nominees (including nominees for the internal directors and the outside director) to the shareholders The slate will include individuals of diverse technical background and geographic representation of GEI. The Committee will recommend a slate of nominees that embody GEI s core values, skills, and who will contribute to GEI s long-term success and growth. The Nominating Process is illustrated in Figure 1. Figure1.pdf Authority The Committee is established by the sitting Board. In appointing Committee members, the Board considers the geographic representation, technical discipline, and business function of the Committee members to appropriately represent the different regions and practices within GEI on the Committee. Composition The Committee will include two (2) current Board members and three (3) non-board member shareholders. An active member of the Committee cannot be a candidate. The term of appointment for the Committee members shall be one year for Board members and three years for non-board members. Any non-board individual shall not serve more than three consecutive terms. Duties and Responsibilities The primary duties of the Committee shall include: Review Criteria for Selection of Nominees - The Committee shall maintain and periodically review the criteria used for evaluation and selection of nominees. The current criteria are provided in Appendix A.

2 Request Recommendations - The Committee shall request recommendations for candidates to the Board from the shareholders. Recommended candidates to the Board may include both GEI shareholders and persons not employed by GEI (potential outside directors). The Committee shall also seek qualified outside candidates. Receive and Review Shareholders Recommendations - The Committee shall solicit, receive, and review recommendations for Board nominations from GEI shareholders. The shareholders recommendations shall be evaluated using the criteria provided in Appendix A. Consult with the Board - The Committee shall solicit input of the Board during its evaluation of the potential slate of nominees. Assemble and Present Recommended Slate to Shareholders - The Chair of the Committee shall present the recommended slate to the shareholders with sufficient time for the shareholders to consider the recommendations prior to the Annual Shareholders Meeting. The recommended slate shall be presented to the shareholders no later than 30 days prior to the Annual Shareholders Meeting. The recommended slate shall be presented to the shareholders no later than 30 days prior to the Annual shareholders Meeting. Conduct Charter Review - From time-to-time as necessary, the Committee shall review this Charter to ensure its adequacy and will propose any changes to the Board for approval. Meetings - The Committee shall convene a minimum of two times and as necessary to fulfill the duties of the Committee and provide a recommended slate of nominees to the Board prior to the Annual Shareholders Meeting. For the purposes of efficiency, the Committee can either meet or conduct business via conference calls and electronic communication. Other Board-Directed Duties - If directed by the Board, the Committee shall also assist in other matters pertaining to governance of GEI. Such duties may include: o Recommending revisions to GEI s By-Laws. o Seek outside assistance to identify potential nominees, with Board concurrence. o Recommend appropriate minimum ownership levels for Board candidacy, provided that diverse levels of ownership are represented. o Evaluate the pros and cons of having one or more outside Directors and report back to the Board. Appendix A Criteria for Nominee Selection and Committee Function In preparing its recommended slate of candidates for the shareholder s consideration, the Committee should consider the individuals capable of best serving the interests of GEI as a whole. The Committee should consider diverse geographic, technical discipline, project management expertise, business development, and business function make-up of the current Board and how the Committee s recommendations will affect the composition of the Board. The Committee

3 should strive to maintain equitable representation on the Board in each of these areas, thereby promoting a Board whose members have a wide variety of experiences and perspectives. The Committee should consider the importance of maintaining continuity and experience on the Board. Candidates for the recommended slate can come from any enterprise within GEI (e.g., operations, business development, project managers, corporate, administrative, etc.). However, the Committee shall seek to limit persons with the following corporate roles in the company to no more than two positions on the Board of Directors: o Chief Development Officer o IT Director o Senior Vice President, Human Resources o Chief Financial Officer o Controller o Other senior corporate advisory roles (such as legal counsel) if developed in the future. The Committee shall give preference to non-operations leaders in its selection of the potential slate of nominees to the BOD. [Operations leaders are defined as the Chief Operations Officer and Regional Operations Managers.] Desired Characteristics of GEI-based Directors Should be leaders at GEI People who have the vision and dedication to move the company forward and make GEI better and more successful. Should have experience with business strategy, finances, and operational aspects of corporate governance. Should have a proven reputation within and outside GEI in their field. o Should have good understanding of GEI services and the people that comprise the strengths of GEI s success Should have personal characteristics conducive for collective decision-making necessary for BOD function, including: o Honesty and integrity in intent, actions, and words o Pragmatic, strategic, and willingness to stand by a decision o Holds a sense of partnership with other BOD members and shareholders o Committed to making a meaningful contribution to GEI beyond job titles o Willing to make decisions which may affect others, beyond one s likes or dislikes for the good of the company o Holds GEI interests above regional, office, and personal interests Must be willing and able to spend the time needed. o Able to attend all BOD meetings, if at all possible o Able to take the time to review materials and be ready to discuss in a well thought-out manner

4 Desired Characteristics of Non-GEI Director Candidates See list above as relevant to Non-GEI persons. In addition, outside Directors should have: o Specific knowledge of GEI and the general geotechnical, environmental, ecological, and water resources engineering consulting practice o Relevant experience in business issues and general corporate governance o Prior Director experience o Skill and experience that compliments the other BOD members o National exposure Members Current Nominating Committee members are: Bob Acker (ending 2018) Chair Fred Johnson (ending 2017) Mike Gatzow (ending 2017) Ray Hart Board Rep (ending 2017) Ileen Gladstone Board Rep (ending 2017) Leo Winternitz (ending 2019)

5 Figure 1 Nominations and Election Process Nominating Committee solicits input from Stockholders and Board of Directors regarding candidates qualifications Stockholders recommend candidates for the Board of Directors to Nominating Committee * Nominating Committee reviews candidates based on screening criteria Nominating Committee prepares slate of at least n + 1 Nominees for internal directors and one or more external directors (if applicable) for recommendation to Stockholders *Individual Stockholders will be limited to recommending n candidates, where n = the number of open Board positions. Final slate of Nominees presented to Stockholders prior to Stockholders Meeting Additional Nominees nominated by Stockholders or the Board of Directors Stockholders Meeting Stockholders vote on Board of Directors New Board Elected GEI Consultants, Inc. Nominating Committee Charter (rev. 5) December 2015