Corporate Governance and Nominating Committee Charter

As Last Amended on July 31, 2017

Corporate Governance and Nominating Committee Charter Quick Links

Composition
Purpose 
Duties and Responsibilities
Resources and Authority
Procedures and Administration
 

I. Composition:

The Corporate Governance and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of NIC Inc. (the "Company") will be comprised of at least three directors, each of which shall be an independent director. The term “independent director” describes directors who (a) qualify as independent directors pursuant to the applicable provisions of the Securities Exchange Act of 1934, the rules promulgated thereunder, and the rules and regulations of the NASDAQ Stock Market, and (b) shall be free of any material relationship that, in the business judgment of the Board, would interfere with the exercise of their independence from management and the Company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company).

 

 

Members of the Committee shall be appointed by the Board. The Board shall appoint one member of the Committee to act as its Chair. The Board may remove members of the Committee, with or without cause. Candidates to fill subsequent vacancies in the Committee shall be appointed by the Board based on nominations by the Committee.

 

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I. Purpose:

The purpose of the Committee, is to (i) determine the slate of director nominees to recommend to the Board to be nominated for election to the Company's Board and to recommend to the Board individuals to fill vacancies occurring between annual meetings of stockholders; (ii) recommend to the Board the appropriate directors for membership of each committee of the Board and recommend a chairperson for each committee; and (iii) develop and recommend to the Board a set of corporate governance principles applicable to the Company. The Committee shall report to the Board on a regular basis and not less than once per year.

 

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III. Duties and Responsibilities:

The operation of the Committee will be subject to the provisions of the Bylaws of the Company and the general corporation law of the state of the Company's incorporation, each as in effect from time to time. The following are the duties and responsibilities of the Committee and may be modified by the Board from time to time:

 


A.   To make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size of the Board or any committee thereof.

 

B.   To identify individuals believed to be qualified to become Board members, and to determine the nominees to recommend to the Board to be nominated to stand for election as directors at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend a nominee to fill such vacancy either through appointment by the Board or through an election by the stockholders. In nominating candidates, the Committee shall take into consideration such factors as it deems appropriate. These factors may include experience, knowledge, skills, expertise, integrity, diversity of background and perspective, ability to make independent analytical inquiries, understanding of the Company's business environment, the interplay of the candidate's experience with that of the other Board members, the ability to relate effectively to the other Board members, and willingness to devote adequate time and effort to Board responsibilities. Directors should possess the highest personal and professional ethics, integrity and values, informed judgment, and sound business experience, and be committed to representing the long-term interests of the Company's stockholders. Directors should not have, nor appear to have, a conflict of interest that would impair the nominee's ability to represent the interests of all the Company's stockholders and to fulfill the responsibilities of a director. Directors should have the ability to understand the sometimes conflicting interests of the various constituencies of the Company (including stockholders, employees, management, customers, governmental agencies, and the general public) and to act in the interests of all stakeholders. The Committee may consider candidates proposed by management or by stockholders, but is not limited to such candidates.

The Board to be nominated to stand for election as directors at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend a nominee to fill such vacancy either through appointment by the Board or through an election by the stockholders. In nominating candidates the Committee shall take into consideration such factors as it deems appropriate. These factors may include experience, knowledge, skills, expertise, integrity, diversity of background and perspective, ability to make independent analytical inquiries, understanding of the Company's business environment, the interplay of the candidate's experience with that of the other Board members the ability to relate effectively to the other Board members, and willingness to devote adequate time and effort to Board responsibilities. Directors should possess the highest personal and professional ethics, integrity and values, informed judgment, and sound business experience, and be committed to representing the long-term interests of the Company's stockholders. Directors should not have, nor appear to have, a conflict of interest that would impair the nominee's ability to represent the interests of all the Company's stockholders and to fulfill the responsibilities of a director. Directors should have the ability to understand the sometimes conflicting interests of the various constituencies of the Company (including stockholders, employees, management, customers, governmental agencies, and the general public) and to act in the interests of all stakeholders. The Committee may consider candidates proposed by management or by stockholders, but is not limited to such candidates.

 

C.   To develop and recommend to the Board standards to be applied in making determinations as to the absence of relationships between the Company and its subsidiaries and a director which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 

D.  To identify Board members qualified to fill vacancies on any committee of the Board and to recommend that the Board appoint the identified member or members to the respective committee, taking into account any factors set forth in such committee's charter and any other factors the Committee deems appropriate.

 

E.  To establish procedures for the Committee to exercise oversight of the evaluation of the Board and management and to develop and conduct an annual Board self-evaluation process.

 

F.  To oversee the enforcement of the Company’s Code of Business Conduct and Ethics with respect to directors and executive officers and to review and recommend to the full Board any exceptions or waivers made to the Company’s Code of Business Conduct and Ethics and its underlying policies or guidelines involving directors or executive officers.

 

G.  To develop and recommend to the Board a set of corporate governance principles applicable to the Company and to review those principles at least once per year.

 

H.  The Committee shall review and reassess the adequacy of this Charter on at least an annual basis and recommend any proposed changes to the Board for approval.  This Charter will be made available on the Company’s website at www.egov.com.

 

Any other responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination of Board and committee members or governance issues.

 

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IV. Resources and Authority:

The Committee shall have the resources, as provided by the Company, and the authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee.


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IV. Procedures and Administration:

  1. Meetings: The Committee shall meet at such times as it deems necessary or appropriate, but not less than semiannually.

     

  2. Minutes:The Committee shall maintain written minutes of each Committee meeting.  Such minutes shall be distributed to each member of the Committee and to the other members of the Board.

     

  3. Reports:The Committee shall report to the Board concerning each meeting of the Committee and as otherwise requested by the Chair of the Board.

     

  4. Self-Evaluation:The Committee shall evaluate its own performance at least annually. 

 

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