General
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 function of the Committee is 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 listing requirements. The
members of the Committee shall be appointed annually
by the Board at its annual meeting or as necessary to
fill vacancies in the interim. The Board shall
designate one of the Committee members as Chair. 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.
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 may also 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:
Director Selection
Review, approve and recommend
for Board consideration director candidates based
on the Director Selection Guidelines outlined
in Exhibit Ato
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.
Establish, coordinate and review
with the Chairperson of Board criteria and method
for evaluating the effectiveness of the Board.
Board Leadership
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.
Meeting Procedures
Develop, in consultation with the
Chairperson of the Board and the 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 composition
of 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.
Establish and coordinate with applicable
committee Chairpersons criteria and methods for
evaluating the effectiveness of Board committees.
Management Selection
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 short‑term succession
plan for unexpected situations affecting the CEO
and senior management.
Director Orientation and Continuing
Education
Periodically review and recommend
revisions, as appropriate, to the Company’s
director orientation program.
Monitor, plan and support continuing
education activities of the directors.
Governance Policies
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, 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.
Meetings
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.
Minutes
Minutes of each meeting of the Committee shall be prepared
by the Committee Chairperson or by his/her designee
and sent to Committee members. Following an initial
review by the Committee members, the Committee will
provide the minutes to Board. The Secretary of
the Company shall archive the approved minutes. The
Committee will also report to the Board on any significant
matters arising from the Committee’s work.
Evaluation
The Committee shall review and reassess this Charter
at least annually and, if appropriate, propose changes
to the Board.
The Committee shall obtain or perform an annual evaluation
of the Committee’s performance and make applicable
recommendations.
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.
Director Qualifications
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;
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:
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.
Selection Procedures
Potential director candidates should be referred to
the Chairperson of the Committee for consideration
by the Committee and possible recommendation to the
Board. The Committee shall maintain a list
of director candidates to consider and propose to
the Board, as required. 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. To
recommend director candidates, stockholders should
submit their suggestions in writing to the Chairperson
of the Committee, c/o the Corporate Secretary of
the Company, providing the candidate’s
name, biographical data and other relevant information
together with a consent from the suggested candidate
to serve on the Company’s Board if nominated
and elected.
The Committee shall decide on the appropriate means for
the review and approval 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.
