NATIONAL HEALTHCARE CORPORATION NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
The purpose of the Nominating and Corporate Governance Committee of the Board of Directors (the “Committee”) of National HealthCare Corporation (the “Company”) is to provide assistance to the Board of Directors in identifying and recommending candidates qualified to serve as directors of the Company, to review the composition of the Board of Directors, to develop, review and recommend governance policies and principles for the Company and to review periodically the performance of the Board of Directors. The Committee shall make regular reports to the Board of Directors and shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board.
Power and Duties
The powers and duties of the Committee are as follows:
The Committee shall meet at least annually and more frequently as necessary or appropriate. Special meetings of the Committee may be called on two hours notice by the Chairman of the Board or the Committee Chairman. A majority of the Committee shall constitute a quorum and the Committee shall act only on the affirmative vote of a majority of the members present at the meeting. The Committee shall maintain minutes of all meetings documenting its activities and recommendations to the Board.
Composition of the Committee
The Committee shall be comprised of not less than three Board members, designated by the Board of Directors, each of whom shall meet the independence requirements of the American Stock Exchange, the Governance Plan and any other applicable legal, contractual, and regulatory requirements.
Adopted: February 10, 2004
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