Nominating & Governance Committee

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Our Nominating and Governance Committee is responsible for oversight relating to management and Board succession planning, and stockholder responses to our ethics and business practices. Pursuant to its charter, the purposes of our Nominating and Governance Committee are to:

  • assist our Board by identifying individuals qualified to become members of our Board and recommend director nominees to our Board for election at the annual meetings of stockholders or for appointment to fill vacancies;
  • recommend director nominees to our Board for each of its committees;
  • advise our Board about the appropriate composition of our Board and its committees;
  • advise our Board about and recommend to our Board appropriate corporate governance practices and assist our Board in implementing those practices;
  • lead our Board in its annual review of the performance of our Board and its committees;
  • direct all matters relating to the succession of our Chief Executive Officer;
  • review and make recommendations to our Board with respect to the form and amount of director compensation; and
  • perform such other functions as our Board may assign to our Nominating and Governance Committee from time to time.

 

Our Nominating and Governance Committee was formed in February 2011. In connection with these purposes, our Nominating and Governance Committee will actively seek individuals qualified to become members of our Board, seek to implement the independence standards required by law, applicable listing standards, our amended and restated certificate of incorporation and our amended and restated bylaws, and identify the qualities and characteristics necessary for an effective Chief Executive Officer.

A copy of the Nominating and Governance Committee Charter is available here.

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