EAGLE BROADBAND, INC. Nominating Committee Charter
Organization
The Nominating Committee shall consist of three or more directors as determined by the Board of Directors, each of whom shall be an independent director as defined by the American Exchange.
The members of the Committee shall be elected by the Board for a one-year term and may be re-elected for successive terms. One member of the Committee will be elected by the Board as Chairman and will be responsible for the scheduling of regular and special meetings and the functioning of the Committee.
Statement of Purpose and Authority
The Committee shall assist the Board in its oversight responsibilities regarding corporate governance, the identification and recommendation of individuals qualified to become Board members and the evaluation of the Board and management.
The Committee shall have the authority to delegate its responsibilities to any subcommittee of one or more directors. In addition, the Committee shall have the sole authority to retain any search firm or other consultants to provide advice regarding governance and the identification of director candidates, including sole authority to approve the consultant’s fees and other retention terms.
Responsibilities and Procedures
The Committee is responsible for considering and making recommendations to the Board concerning the appropriate size and composition of the Board and regarding corporate governance. In fulfilling its responsibilities, the Committee will:
· take the lead in selecting Directors, committee members and Chairs or lead directors,
· identify, evaluate, recommend and approve nominees for Directors and recommend committee members and Chairs,
· develop, review and evaluate the effectiveness of corporate governance principles, including Director and committee member selection guidelines and procedures and Director performance criteria,
· periodically evaluate the effectiveness of the Board and coordinate periodic evaluations of Board committees with committee Chairs,
· determine the compensation of the Company’s CEO and all Section 16(b) officers and make recommendations to the Board for determination of compensation. The CEO may not be present during voting or deliberations,
· review and approve minimum qualifications for director nominees by the Board and by shareholders,
· identify individuals qualified to become Board members consistent with criteria adopted by the Board,
· select or recommend that the Board select the director nominees for the next annual meeting of the shareholders,
· approve the Company’s policy regarding the consideration of any director candidates recommended by security holders,
· review any candidate for director recommended by security holders,
· conduct the appropriate inquiries and deliberations regarding the background and qualification of possible candidates for director,
· consider questions of possible conflicts of interest of prospective and current Board members,
· review periodically with the Chairman and Chief Executive Officer the succession plans relating to positions held by executive officers, and make recommendations to the Board with respect to succession policy,
· oversee the evaluation of the Board and management,
· report periodically to the full Board regarding the actions and recommendations of the Committee,
· conduct an annual performance evaluation of the performance of the Committee, and
· meet prior to each meeting of the Board and may hold as many other meetings as it deems appropriate during the year to fulfill its responsibilities.
EAGLE BROADBAND, INC. Compensation Committee Charter
Organization
The Compensation Committee shall consist of three or more non-employee directors as defined in Rule 16b-3 of the Securities Exchange Act of 1934. Each member of the Compensation Committee shall be an outside director as defined in Section 162(m) of the Internal Revenue Code and shall also be an independent director as defined by the American Stock Exchange.
The members of the Committee shall be elected by the Board for a one-year term and may be re-elected for successive terms. One member of the Committee will be elected by the Board as Chairman and will be responsible for the scheduling of regular and special meetings and the functioning of the Committee.
Statement of Purpose and Authority
The Compensation Committee shall provide assistance to the Board in fulfilling its oversight responsibilities to the shareholders and to:
· approve corporate goals and objectives relevant to CEO, CFO and other Section 16(b) officer compensation,
· evaluate the CEO’s, CFO’s and other Section 16(b) officers’ performance in light of these corporate goals and objectives,
· either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO, CFO and other Section 16(b) officer compensation level based on the Committee’s evaluation,
· make recommendations to the full Board regarding non-CEO compensation, incentive compensation plans and equity-based plans,
· advise on compensation of members of the Board,
· produce a Compensation Committee report on executive compensation to be included in the Company’s annual proxy statement as required by the rules of the Securities and Exchange Commission,
· establish and regulate approval procedures for the hiring of all Company employees and contract employees,
· grant or delegate power to grant stock options and restricted stock awards of the Company’s stock,
· align the Company’s executives’ interest with the long-term interests of the Company and its stockholders,
· monitor the Company’s regulatory compliance of its benefit plans,
· review and approve public disclosure including the Committee’s annual executive compensation report in the Company’s proxy statement, and
· review and update this charter every year or more frequently as appropriate so as to ensure compliance with SEC, AMEX, Federal, State and other regulatory agency requirements.
The Committee shall have the authority to delegate its responsibilities to subcommittees of one or more directors. In addition, the Committee shall have the sole authority to retain and terminate any compensation consultant engaged to assist in the evaluation of compensation of directors and senior executives, including the sole authority to approve the consultant’s fees and other retention terms.
Responsibilities and Procedures
The Committee shall have the responsibility to carry out its statement of purpose above. Other responsibilities and procedures of the Committee may be required from time to time by law, the Company’s by-laws or the Board of Directors. The Committee will conduct an annual performance evaluation of its performance and will report periodically to the full Board regarding its actions and recommendations.
The Committee will meet prior to each meeting of the Board of Directors and may hold as many other meetings as it deems appropriate during the year to fulfill its responsibilities and to establish or recommend changes to the Company’s compensation plans. Additionally, the Committee will meet when fiscal year-end results are available to assess the performance of the Company’s executive officers against corporate and personal goals and objectives for that year and establish goals and objectives for the new year.
EAGLE BROADBAND, INC. Audit Committee Charter
Organization
The Audit Committee shall consist of three or more directors as determined by the Board of Directors, each of whom shall be free from any relationship that in the opinion of the Board would interfere with the exercise of independent judgment as a member of the Committee. Each member shall meet the independence and financial literacy requirements of the American Stock Exchange. One member must have accounting or related financial management expertise, as interpreted by the Board. One or more members may be designated as an Audit Committee financial expert by the Board.
If an Audit Committee member simultaneously serves on the audit committees of more than three public companies, then in each case the Board must determine that simultaneous service on such other audit committees would not impair the effectiveness of the service of that director on the Company’s Audit Committee. The Board shall disclose any such determination in the Company’s annual proxy statement.
The members of the Committee shall be elected by the Board for a one-year term and may be re-elected for successive terms. One member of the Committee will be elected by the Board as Chairman and will be responsible for the scheduling of regular and special meetings and the functioning of the Committee.
Statement of Purpose and Authority
The Audit Committee shall assist the Board in fulfilling its oversight responsibilities to the shareholders to overview (1) the integrity of the financial statements of the Company, (2) the compliance by the Company with legal and regulatory requirements, and (3) the independence, qualifications and performance of the Company’s independent auditor. The Committee shall prepare an Audit Committee report as required to be included in the Company’s annual proxy statement under the rules of the Securities and Exchange Commission.
The Audit Committee is directly responsible for the appointment, compensation and oversight of the public accounting firm engaged to prepare or issue an audit report on the financial statements of the Company or performing other audit, review or attest services for the Company, and each such public accounting firm shall report directly to the Audit Committee. The Audit Committee shall have the sole authority to retain special legal, accounting or other consultants to advise the Committee and to approve the fees and other retention terms of these consultants.
The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention, with full power to retain outside counsel or other experts for this purpose or to otherwise carry out its duties.
Responsibilities and Procedures
In fulfilling its responsibilities to the Company’s Board of Directors and shareholders, the Audit Committee will have certain responsibilities and follow certain procedures, as described below. The timing and extent of specific steps to be taken within each such procedure is fully within the discretion of the Committee. Other responsibilities and procedures of the Audit Committee may be required from time to time by law, rules of the American Stock Exchange, the Company’s Bylaws or the Board of Directors.
In fulfilling its responsibilities, the Audit Committee will:
· Engage the independent auditor to audit the financial statements of the Company, which firm is ultimately accountable to the Audit Committee.
· Review and approve the fees and other compensation to be paid to the independent auditor.
· Review and discuss at least annually a written statement from the independent auditor detailing any and all relationships between the auditor and the Company that bear on the independence of the auditor, as well as the internal quality control procedures of the auditor, any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.
· Review with the independent auditor and financial managers of the Company the scope of the proposed audit for the current year.
· Review with management and the independent auditor the audited financial statements and quarterly financial statements and the discussions under “Management’s Discussion and Analysis” to be included or incorporated by reference in the Company’s annual and quarterly reports.
· Oversee the financial statement disclosures and ensure that management has a system in place to identify proper disclosures, draft the disclosures and review the process.
· Review significant financial reporting issues and judgments highlighted by management and the independent auditor. Inquire whether the independent auditor is satisfied with the disclosure and content of the financial statements to be presented to the shareholders. Review any major issues identified by the independent auditor regarding accounting and auditing principles and estimates, or any changes therein.
· Review the effects of regulatory and accounting changes, as well as off balance sheet structures, on the financial statements of the Company.
· Discuss the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysis and rating agencies. The Committee may address this information generally and is not required to address in advance each earnings release or instance when guidance is provided.
· Following completion of the annual audit, review with management and the independent auditor any significant problems or difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information, and management’s response.
· Review any significant disagreements identified by management and the independent auditor in connection with the preparation of the financial statements. Review any special audit steps adopted in light of material control deficiencies.
· Review with the independent auditor and with financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Company, and elicit any recommendations for the improvement of internal controls. Particular emphasis should be given to the adequacy of the internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper.
· Meet separately, periodically, with the independent auditor without members of management present. Among the items to be discussed in this meeting are the independent auditors’ evaluation of the competency of the Company’s financial and accounting personnel, and the level of cooperation that the independent auditor received during the course of the audit.
· Evaluate the performance of the independent auditor and, if so determined by the Audit Committee, terminate the engagement of the independent auditor. This evaluation should include the review and evaluation of the lead partner of the independent auditor.
· Determine that rotation requirements for partners of the independent auditor have been satisfied. Consider whether there should be rotation of the audit firm itself in order to assure continuing auditor independence.
· Set clear hiring policies for employees or former employees of the independent auditor.
· Review a summary of the programs and policies of the Company designed to monitor compliance with applicable laws and regulations.
· Establish procedures for (1) the receipt, retention and treatment of complaints received by the Company regarding accounting, accounting controls or auditing matters and (2) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.
· Establish procedures for reporting violations of the Company’s Code of Business Conduct and Ethics and Code of Ethics for the Chief Executive Officer and Chief Financial Officer and monitoring accountability for such Codes.
· Review a summary of the procedures established by the Company that monitor the compliance by the Company with its loan and indenture covenants and restrictions.
· Discuss guidelines and policies with respect to risk assessment and risk management. Inquire of the CFO, and the independent auditor about significant risks or exposures and assess the steps management has taken to minimize such risk to the Company.
· Discuss any exceptions identified by the independent auditor resulting from their review of the Company’s quarterly reports on Form 10-Q.
· Review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.
· Conduct an annual self-evaluation of the performance of the Committee.
· Report periodically to the full Board and review with the full board any issues regarding the quality or integrity of the financial statements and the performance and independence of the independent auditors.
· Prepare the report required to be included in the Company’s annual proxy statement under the rules of the Securities and Exchange Commission.
· Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company.
· Review and approve the policies and disclosures related to governance and director nominations to be set forth in the Company’s annual proxy statement under the rules of the Securities and Exchange Commission.
The Audit Committee will meet prior to each meeting of the Board and may hold as many other meetings as it deems appropriate during the year to fulfill its responsibilities. Although the Audit Committee has certain responsibilities and powers, as set forth in this charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor. Nor is it the duty of the Audit Committee to assure compliance with laws and regulations or the Company’s internal codes and policies. The Audit Committee shall be entitled to rely on management and the independent auditor in fulfilling its oversight and other responsibilities under this charter.
|
