Charter and Guidelines of the Nominating and Corporate Governance Committee of the Board of Directors of Astec Industries, Inc.
As Amended and Restated on December 10, 2015
(Initially Adopted March 11, 2004)
PURPOSE AND RESPONSIBILITIES
The following Charter have been adopted by the Nominating and Corporate Governance Committee (the “Committee”) and approved by the Board of Directors (the “Board”) of Astec Industries, Inc. (the “Company”) to assist the Committee in the exercise of its responsibilities, which include aiding the Board in its oversight of the Company in accordance with applicable law. This Charter is in addition to and is not intended to change or interpret any Federal or State law or regulation, including the Nasdaq listing standards, Tennessee law, or the Company's Charter or Bylaws.
Nominating and Corporate Governance Committee Charter
The following Charter amends and restates the Charter of the Committee which was adopted by the Board of Directors of the Company on March 11, 2004:
- Primary Responsibilities of the Committee
The Committee shall have two primary responsibilities:
- First, the Committee shall be responsible for identifying individuals qualified to serve on the Board, consistent with criteria and Guidelines (as defined below) approved by the Board, and to recommend that the Board select a slate of director nominees for election by the shareholders of the Company at the annual meeting of the shareholders of the Company, in accordance with the Company's Charter, Bylaws and applicable Federal and State laws and regulations.
- Second, the Committee shall be responsible for evaluating and recommending to the Board a set of corporate governance policies and principles (the "Guidelines") to be applicable to the Company. It shall also be the task of the Committee to periodically re-evaluate such Guidelines for the purpose of suggesting amendments to them if appropriate.
- Composition of the Committee
The members of the Committee shall be independent directors appointed by the Board and meeting the requirements of the Nasdaq listing standards. The then-current members of the Committee shall make recommendations for future appointments to the Committee, but the final appointment decision shall rest with the Board. The Chairman of the Committee shall be designated by the members of the Board. In the absence of the Chairman, the members of the Committee may designate a chairman by majority vote. The Board may, at any time, remove one or more directors as members of the Committee and may fill any vacancy on the Committee. The Committee may form and delegate authority to subcommittees when appropriate.
- Operations of the Committee
- Nominating Function
At least annually, the Committee shall review with the Board the size and composition of the Board and the appropriate skills and characteristics required of members of the Board. The full Board shall remain responsible for selecting nominees and recommending them for election by the shareholders. The Committee is responsible for developing and implementing the screening process necessary to identify qualified candidates. As a part of its screening process, the Committee shall:
- evaluate a candidate's independence from the Company's management, principal shareholders and principal service providers, and the effect of any relationships that might impair independence, e.g., business, financial or family relationships with the Company's management or service providers; and
- consider candidates proposed by any director or by any shareholder, in accordance with procedures established by the Committee from time to time. The Committee shall also recommend for approval by the Board the directors to serve as members of the Board's committees. In making its recommendation, the Committee shall take into consideration (i) subject matter expertise, (ii) applicable SEC, IRS or Nasdaq requirements, (iii) tenure, and (iv) the desires of individual Board members.
- Corporate Governance Functions
The Committee shall, from time to time, review the governance structures and procedures of the Company and suggest improvements thereto to the full Board. Such improvements, if adopted by the full Board, shall be incorporated into the Guidelines.
The Committee may determine the advisability of retaining any search firm or consultant to assist in the identification and evaluation of candidates for membership on the Board. The Committee has the sole authority to retain, at Company expense, and terminate any such search firm or consultant, including sole authority to approve the fees to be paid to such firm or consultant and all other retention terms.
- Nominating Function
- Code of Conduct and Ethics
The Committee shall receive recommendations from the Compliance Officer regarding any updates to the Code of Conduct and Ethics as the Compliance Officer deems necessary. The Committee shall also receive reports periodically from the Compliance Officer on the implementation and effectiveness of the Code of Conduct and Ethics and other compliance matters.
- Other Activities
The Committee shall perform any other activities consistent with this Charter, the Company's Charter and Bylaws and applicable laws and regulations as the Committee or the Board deems appropriate.
- Committee Meetings
The Committee shall meet at least once per year. Other meetings may be held at the discretion of the Chairman of the Committee. Minutes of each of these meetings shall be kept.
- Committee Access and Information
The Committee is authorized to have direct, independent and confidential access to the Company's other directors, management and personnel to carry out the Committee's purpose. The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities.
- Review of Charter
The Committee shall, at such times as it deems appropriate, review and reassess the adequacy of this Charter.
Neither the scope of this Charter, the detail of activities contained herein nor the service of a Board member on the Committee shall operate to expand or enhance the degree of care or diminish any protections or limitation of liability otherwise applicable to the duties of a member of the Board of Directors under Tennessee law. Consistent with the Tennessee General Corporation Act, each member of the Committee shall, in the performance of such member's duties, be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Company's officers or employees, or committees of the Board of Directors or by any other person as to matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.