Updated Approval as of November 13, 2012
The Nominating and Corporate Governance Committee (“Committee”) is a committee of the Board of Directors (“Board”) of Red Lion Hotels Corporation (“Company”).
The Committee shall consist of at least three members of the Board of Directors. The Board will appoint Committee members and the Committee chair on an annual basis, as soon as is practical following the annual meeting of Shareholders of the Company. An individual may serve on the Committee only if the Board of Directors determines that the individual is “independent” as that term is defined by the rules and listing standards of the SEC and the NYSE, respectively. The Board shall also have the right to remove and/or replace any member of the Committee from time to time in its discretion.
The purposes of the Committee are to: (1) identify and recommend to the Board for selection or nomination those individuals qualified to become members of the Board under the criteria established by the Corporate Governance Guidelines of the Company; (2) periodically review and make recommendations to the Board with regard to size and composition of the Board and its committees; (3) recommend and periodically review for adoption and modification by the Board the Corporate Governance Guidelines of the Company; and (4) oversee the evaluation of the Board and its committees.
The Committee shall:
The Committee shall meet at least annually in preparation for the meeting of the Board at which the director nominees for the next annual meeting of shareholders are identified, and at such other times as it deems necessary to fulfill its responsibilities. The Committee shall promptly inform the Board of the actions taken or issues discussed at its meetings. This will generally take place at the Board meeting following a committee meeting.
The Committee shall not have the authority to delegate its responsibilities to any subcommittee.
If the Company is legally required by contract or otherwise to provide third parties with the ability to nominate directors, the selection and nomination of such directors need not be subject to the processes described in this Nominating and Corporate Governance Committee Charter.
The Committee shall have the right to retain independent counsel or other advisers that the Committee determines are necessary in carrying out its duties. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any such independent counsel or other advisers retained by the Committee.
Robert G. Wolfe
James P. Evans
Ryland P. (Skip) Davis