The primary focus of the Corporate Governance Committee (the "Committee") is on the broad range of issues surrounding the composition and operation of WPT Enterprises, Inc.'s (the "Company") Board of Directors and committees thereof. The Committee provides assistance to the Board of Directors in the areas of membership selection, committee selection and rotation practices, evaluation of the overall effectiveness of the Board of Directors, and review and consideration of developments in corporate governance practices. The Committee's goal is to assure that the composition, practices and operation of the Board of Directors contribute to value creation and effective representation of the Company's shareholders.
II. Organization.
The Committee shall consist of three or more directors, each of whom shall satisfy the applicable independence requirements of The Nasdaq Stock Market and any other regulatory requirements that may be applicable to the Company from time to time.
Committee members shall be appointed by the Board of Directors at its annual organizational meeting; members shall serve until their successors are duly elected and qualified. Committee members may be removed for any reason or no reason at the discretion of the Board of Directors, and the Board of Directors may fill any Committee vacancy that is created by such removal or otherwise. The Committee's chairperson shall be designated by the full Board of Directors or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee.
The Committee may form and delegate authority to subcommittees as the Company may deem appropriate in its sole discretion.
III. Structure and Meetings.
The chairperson of the Committee will preside at each meeting and, in consultation with the other members of the Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The chairperson of the Committee shall ensure that the agenda for each meeting is circulated to each Committee member in advance of the meeting. The Committee shall report its actions and recommendations to the Board of Directors.
IV. Goals and Responsibilities.
In furtherance of its purposes, the Committee shall:
develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company, and review and reassess the adequacy of such guidelines annually and recommend to the Board of Directors any changes deemed appropriate;
evaluate the composition, organization and governance of the Board of Directors, determine future requirements and make recommendations to the Board of Directors for approval;
determine desired Board and committee skills and attributes;
review candidates for Board membership consistent with the Board of Directors' criteria for selecting new directors and annually recommend a slate of nominees to the Board of Directors for consideration at the Company's annual shareholders' meeting;
review candidates for Board membership recommended by Shareholders;
conduct the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates;<
administer the performance evaluation procedures for the Board of Directors, including conducting surveys of director observations, suggestions and preferences;
evaluate and consider matters relating to the qualifications and retirement of directors;
develop a plan for, and consult with the Board regarding, management succession; and
generally advise the Board of Directors on corporate governance matters.
The Committee shall also advise the Board of Directors on (a) committee member qualifications, (b) appointments, removals and rotation of committee members, (c) committee structure and operations (including authority to delegate to subcommittees), and (d) committee reporting to the Board of Directors.
The Committee will review and reassess at least annually the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.
The Committee shall perform any other activities consistent with this Charter, the Company's Articles of Incorporation, Bylaws and governing law as the Committee or the Board of Directors deems appropriate.
V. Committee Resources.
The Committee shall have the authority to obtain advice and seek assistance from internal or external legal, accounting or other advisors. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm's fees and other retention terms.
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