The Nominating and Governance Committee (the “Committee”) shall be appointed by the Board of Directors (the “Board”) of Ascent Solar Technologies, Inc. (the “Company”). The primary functions of the Committee are to (a) identify individuals qualified to become members of the Board, (b) approve and recommend to the Board director candidates, (c) develop, recommend to the Board and update as necessary corporate governance principles and policies, applicable to the Company, and (d) monitor compliance with such principles and policies. The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board.
Composition and Delegation
The Committee shall be comprised of at least three members of the Board. Each member of the Committee shall meet the independence standards required by the Board and applicable laws, regulations and securities exchange requirements. The members of the Committee shall be appointed by the Board and each member shall serve until such member’s successor is duly appointed or until such member’s earlier resignation or removal. The Board shall designate one of the Committee members as Chairperson of the Committee. The Board may remove any member from the Committee at any time with or without cause. The Committee when appropriate may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee, the Board or Company officers. In connection with discharging its responsibilities, the Committee may request any officer or employee of the Company to meet with any members of, or consultants to, the Committee.
The Committee shall have sole authority to retain and terminate any search firm that is used to identify director candidates and the sole authority to approve fees and other retention terms for any search firm. As the Committee deems appropriate, it also may retain independent counsel, accounting and other consultants to assist the Committee without seeking further Board approval with respect to the selection, fees or retention terms for any such advisers.
Duties and Responsibilities
In addition to any duties and responsibilities assigned to the Committee from time to time by the Board, the Committee shall:
- Review, approve and recommend for Board consideration director candidates based on the Director Selection Guidelines outlined in Exhibit A to this Charter, and advise the Board with regard to the nomination or appointment of director candidates.
- Periodically review, approve and recommend to the Board appropriate revisions to the Director Selection Guidelines outlined in Exhibit A to this Charter.
Determine procedures for the review, approval and recommendation of director candidates, as appropriate.
Board and Board Performance
- Periodically review and recommend to the Board the appropriate size of the Board
Periodically review the appropriateness of any restrictions on Board service, such as term limits and retirement policy.
- Establish performance criteria/expectations for directors in areas of attendance, preparedness, candor and participation.
- Develop and recommend to the Board for its approval an annual self-assessment process for the Board and its committees, and to oversee such self-assessment process.
- Develop and recommend to the Board procedures for selection of the Chairperson of the Board.
- Develop and recommend to the Board procedures for Board review of the Chairperson of the Board, and for communicating such review to, the Chairperson of the Board.
Board Relationship to Senior Management
- Monitor process and scope of director access to Company management and employees and communications between directors and Company management and employees.
- Develop, in consultation with the Chairperson of the Board and the Chief Executive Officer (“CEO”), an annual meeting calendar for Board.
- With the Chairperson of the Board, ensure that executive sessions of independent directors take place regularly in conjunction with scheduled Board meetings.
- Develop a process for preparing agendas for, organizing and running Board meetings in coordination with the Chairperson and CEO.
- In consultation with the Chairperson of the Board and the CEO, determine the regular subject matter, detail and appropriate timing for distribution of Board materials to allow directors adequate time to review materials and prepare for meetings.
Board Committee Matters
- Recommend to the Board, as appropriate, the number, type, functions, structure and general composition of Board committees.
- Annually recommend to the Board director membership on Board committees and advise the Board and/or committees with regard to selection of Chairpersons of committees.
- Determine procedures for selection of the CEO, and, in consultation with the CEO, other senior management.
- Develop and maintain in consultation with the Board and the CEO a succession plan for unexpected situations affecting the members of the Board, the CEO and senior management.
Director Orientation and Continuing Education
- Establish, review and administer a director orientation program for new members of the Board.
- Monitor, plan and support continuing education activities of the directors.
- In consultation with the Audit Committee, develop and periodically review and recommend to the Board appropriate revisions to a code of conduct applicable to the Company’s directors, officers and employees and a code of ethics applicable to the Company’s senior financial officers and CEO pursuant to, and to the extent required by, regulations and listing requirements applicable to the Company from time to time.
- Monitor compliance with and the effectiveness of the aforementioned codes.
- Develop and oversee operation of the Company’s “whistleblower hotline.”
- Develop, review and recommend to the Board, as appropriate, other principles and policies relating to corporate governance; and monitor compliance with and the effectiveness of such principles and policies, as appropriate.
In accordance with the applicable provisions of the Company’s Bylaws, as amended from time to time, the Committee shall meet at such times and places as the members deem advisable, and shall make such recommendations to the Board as the Committee considers appropriate.
Minutes of each meeting shall be prepared and sent to Committee members; upon review and approval by the Committee, such minutes shall be retained by the Corporate Secretary of the Company.
Review of Charter
Annually, the Committee shall review and reassess this Charter and, if appropriate, propose changes to the Board.EXHIBIT A
ASCENT SOLAR TECHNOLOGIES INC.
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
Director Selection Guidelines
The Charter of the Nominating and Governance Committee (the “Committee”) of the Board requires the Committee to develop and periodically review and recommend to the Board appropriate revisions to these Director Selection Guidelines. The following guidelines have been adopted by the Board upon the recommendation of the Committee.
When considering potential director candidates for nomination or election, directors should consider the following qualifications, among others, of each director candidate:
- High standard of personal and professional ethics, integrity and values;
- Training, experience and ability at making and overseeing policy in business, government and/or education sectors;
- Knowledge, experience and/or expertise in and of the photovoltaic industry and industrial scale manufacturing in the thin-film or photovoltaic fields;
- Willingness and ability to keep an open mind when considering matters affecting interests of the Company and its constituents;
- Willingness and ability to devote the time and effort required to effectively fulfill the duties and responsibilities related to Board and committee membership;
- Willingness and ability to serve on the Board for multiple terms, if nominated and elected, to enable development of a deeper understanding of the Company’s business affairs;
- Willingness not to engage in activities or interests that may create a conflict of interest with a director’s responsibilities and duties to the Company and its constituents; and
- Willingness to act in the best interests of the Company and its constituents, and objectively assess Board, committee and management performances.
Board Composition Selection Criteria
The Board believes that its effectiveness depends on the overall mix of the skills and characteristics of its directors. Accordingly, the following factors, among others, relating to overall Board composition should be considered when determining Board needs and evaluating director candidates to fill such needs:
- Diversity (e.g., age, geography, professional, other);
- Professional experience;
- Industry knowledge (e.g., relevant industry or trade association participation);
- Skills and expertise (e.g., accounting or financial);
- Leadership qualities;
- Public company board and committee experience;
- Non-business-related activities and experience (e.g., academic, civic, public interest);
- Board continuity (including succession planning);
- Board size;
- Number and type of committees, and committee sizes; and
- Legal and other applicable requirements and recommendations, and other corporate governance-related guidance regarding board and committee composition.
Potential director candidates should be referred to the Chairperson of the Committee for consideration by the Committee and possible recommendation to the Board. If necessary or desirable in the opinion of the Committee, the Committee will determine appropriate means for seeking additional director candidates, including engagement of any outside consultant to assist the Committee in the identification of director candidates.
The Committee will consider candidates recommended by stockholders who follow the nomination procedures contained in the Company’s bylaws, as amended.
The Committee shall decide on the appropriate means for the review, evaluation and formal nomination of individual director candidates, including current directors, and the recommendation of director candidates to the Board. In the event of a vacancy on the Board, the Chairperson of the Committee shall initiate the effort to identify appropriate director candidates.