Crested Corp.
NOMINATING COMMITTEE CHARTER
(AS ADOPTED 18 JUNE 2004)
ROLE
The Nominating Committee's role is to determine the slate of director nominees
for election to the Company's Board of Directors, and to identify and recommend
candidates to fill vacancies occurring between annual shareholder meetings.
MEMBERSHIP
The membership of the Committee consists of at least two directors, each of whom
is to be free of any relationship that, in the opinion of the Board, would
interfere with his or her exercise of independent judgment. In addition, each
such director shall be independent as determined under Nasdaq criteria. The
Board appoints the chairperson in consultation with the Chairman/CEO.
OPERATIONS
The Committee meets at least twice a year in person or telephonically.
Additional meetings may occur as the Committee or its chair deems advisable. The
Committee will cause to be kept adequate minutes of all its proceedings, and
will report its actions to the next meeting of the Board. Committee members will
be furnished with copies of the minutes of each meeting and any action taken by
unanimous consent. The Nominating Committee is governed by the same rules
regarding meetings (including meetings by conference telephone or similar
communications equipment), action without meetings, notice, waiver of notice,
and quorum and voting requirements as are applicable to the Board. The Committee
is authorized and empowered to adopt its own rules of procedure not inconsistent
with (a) any provision of this Charter, (b) any provision of the Bylaws of the
Corporation, or (c) the laws of the state of Colorado.
AUTHORITY
The Committee will have the resources and authority necessary to discharge its
duties and responsibilities, including the authority to retain outside counsel
or other experts or consultants, as it deems appropriate. Any communications
between the Committee and legal counsel in the course of obtaining legal advice
will be considered privileged communications of the Company and the Committee
will take all necessary steps to preserve the privileged nature of those
communications.
RESPONSIBILITIES
The principal responsibilities and functions of the Nominating Committee are as
follows:
Annually present to the Board a list of individuals recommended for
nomination for election to the Board at the annual meeting of shareholders.
Before recommending an incumbent, replacement or additional director,
review his or her qualifications, including capability, availability to serve,
conflicts of interest, and other relevant factors.
Assist in identifying, interviewing and recruiting candidates for the
Board.
Annually review the composition of each committee and present
recommendations for committee memberships to the Board as needed.
Periodically review the compensation paid to non-employee directors for
annual retainers (including Board and committee Chairs) and meeting fees, if
any, and make recommendations to the Board for any adjustments. No member of the
Committee will act to fix his or her own compensation except for uniform
compensation to directors for their services as such.
Regularly review and make recommendations about changes to the charter of
the Nominating Committee.
SELECTION CRITERIA
Pursuant to its charter, the Nominating Committee has adopted a policy for
consideration of any director candidates recommended by security holders, and
may (or may not) recommend to the board of directors that candidate(s) be put on
an Annual Meeting election slate and identified in the Company's proxy
statement, if:
X At least 150 calendar days before the meeting date, the security
holder requests in writing that the nominating committee consider an
individual for inclusion as a director nominee in the next proxy
statement for an Annual Meeting. The security holder must identify the
individual and provide background information about the individual
sufficient for the committee to evaluate the suggested nominee's
credentials. Such requests should be addressed to Harold F. Herron,
president, or John L. Larsen, chief executive officer, who will
forward the requests to the Nominating Committee.
X The candidate meets certain specific minimum qualifications:
Substantial experience in top or mid-level management (or serving as a
director) of public mineral exploration/development companies, with
particular emphasis on understanding and evaluating mineral properties
for either financing, exploration and development, or joint venturing
with industry partners; contacts with mining or oil and gas industry
companies to develop strategic partnerships or investments with the
Company; and the ability to understand and analyze complex financial
statements. A security holder-recommended candidate also will have to
possess a good business and personal background, which the nominating
committee will independently verify. These same categories of
qualifications will be used by the nominating committee in considering
any nominee candidate, whether recommended by a security holder, an
officer, or another director.
Although all security holder-recommended candidates, and all candidates
recommended by another director or by an officer, will be evaluated by the
nominating committee in good faith, the full board of directors, by majority
vote, will make the final decision whether to include an individual in the next
proxy statement.