Exhibit 99.2
INTER-ATLANTIC FINANCIAL, INC.
NOMINATING COMMITTEE CHARTER
The Nominating Committee's responsibilities and powers as delegated by the
board of directors are set forth in this charter. Whenever the Committee takes
an action, it shall exercise its independent judgment on an informed basis that
the action is in the best interests of the Company and its stockholders.
I. PURPOSE
As set forth herein, the Committee shall, among other things, discharge the
responsibilities of the board of directors relating to the appropriate size,
functioning and needs of the board including, but not limited to, recruitment
and retention of high quality board members and committee composition and
structure, and shall be guided in the discharge of their responsibilities
hereunder by the Board of Directors Candidate Guidelines appended hereto.
II. MEMBERSHIP
The Committee shall initially consist of at least two members of the board
of directors as determined from time to time by the board, with an additional
one to be appointed with one year of the closing of the Company's initial public
offering. Each member shall be "independent" in accordance with the listing
standards of the American Stock Exchange, as amended from time to time.
The board of directors shall elect the members of this Committee at the
first board meeting practicable following the annual meeting of stockholders and
may make changes from time to time pursuant to the provisions below. Unless a
chair is elected by the board of directors, the members of the Committee shall
designate a chair by majority vote of the full Committee membership.
A Committee member may resign by delivering his or her written resignation
to the chairman of the board of directors, or may be removed by majority vote of
the board of directors by delivery to such member of written notice of removal,
to take effect at a date specified therein, or upon delivery of such written
notice to such member if no date is specified.
III. MEETINGS AND COMMITTEE ACTION
The Committee shall meet at such times as it deems necessary to fulfill its
responsibilities. Meetings of the Committee shall be called by the chairman of
the Committee upon such notice as is provided for in the by-laws of the company
with respect to meetings of the board of directors. A majority of the members
shall constitute a quorum. Actions of the Committee may be taken in person at a
meeting or in writing without a meeting. Actions taken at a meeting, to be
valid, shall require the approval of a majority of the members present and
voting. Actions taken in writing, to be valid, shall be signed by all members of
the Committee. The Committee shall report its minutes from each meeting to the
board of directors.
The chairman of the Committee shall establish such rules as may from time
to time be necessary or appropriate for the conduct of the business of the
Committee. At each meeting, the chairman shall appoint as secretary a person who
may, but need not, be a member of the Committee. A certificate of the secretary
of the Committee or minutes of a meeting of the Committee executed by the
secretary setting forth the names of the members of the Committee present at the
meeting or actions taken by the Committee at the meeting shall be sufficient
evidence at all times as to the members of the Committee who were present, or
such actions taken.
IV. COMMITTEE AUTHORITY AND RESPONSIBILITIES
- Developing the criteria and qualifications for membership on the board.
- Recruiting, reviewing and nominating candidates for election to the
board of directors or to fill vacancies on the board of directors.
- Reviewing candidates proposed by stockholders, and conducting
appropriate inquiries into the background and qualifications of any
such candidates.
- Establishing subcommittees for the purpose of evaluating special or
unique matters.
- Monitoring and making recommendations regarding committee functions,
contributions and composition.
- Evaluating, on an annual basis, the Committee's performance.
V. REPORTING
The Committee shall prepare a statement each year concerning its compliance
with this charter for inclusion in the Company's proxy statement.
INTER-ATLANTIC FINANCIAL, INC.
BOARD OF DIRECTOR CANDIDATE GUIDELINES
The Nominating Committee of INTER-ATLANTIC FINANCIAL, INC. (the "Company")
will identify, evaluate and recommend candidates to become members of the Board
of Directors ("Board") with the goal of creating a balance of knowledge and
experience. Nominations to the Board may also be submitted to the Nominating
Committee by the Company's stockholders in accordance with the Company's policy,
a copy of which is attached hereto. Candidates will be reviewed in the context
of current composition of the Board, the operating requirements of the Company
and the long-term interests of the Company's stockholders. In conducting this
assessment, the Committee will consider and evaluate each director-candidate
based upon its assessment of the following criteria:
- Whether the candidate is independent pursuant to the requirements of
the American Stock Exchange.
- Whether the candidate is accomplished in his or her field and has a
reputation, both personal and professional, that is consistent with
the image and reputation of the Company.
- Whether the candidate has the ability to read and understand basic
financial statements. The Nominating Committee also will determine if
a candidate satisfies the criteria for being an "audit committee
financial expert," as defined by the Securities and Exchange
Commission.
- Whether the candidate has relevant experience and expertise and would
be able to provide insights and practical wisdom based upon that
experience and expertise.
- Whether the candidate has knowledge of the Company and issues affecting
the Company.
- Whether the candidate is committed to enhancing stockholder value and
providing strategic guidance.
- Whether the candidate fully understands, or has the capacity to fully
understand, the legal responsibilities of a director and the
governance processes of a public company.
- Whether the candidate is of high moral and ethical character and would
be willing to apply sound, objective and independent business
judgment, and to assume broad fiduciary responsibility.
- Whether the candidate has, and would be willing to commit, the required
hours necessary to discharge the duties of Board membership.
- Whether the candidate has any prohibitive interlocking relationships or
conflicts of interest.
- Whether the candidate is able to develop a good working relationship
with other Board members and contribute to the Board's working
relationship with the senior management of the Company.
STOCKHOLDER RECOMMENDATIONS FOR DIRECTORS
Stockholders who wish to recommend to the Nominating Committee a candidate
for election to the Board of Directors should send their letters to 400 Madison
Avenue, New York, New York 10017, Attention: Nominating Committee. The Corporate
Secretary will promptly forward all such letters to the members of the
Nominating Committee. Stockholders must follow certain procedures to recommend
to the Nominating Committee candidates for election as directors. In general, in
order to provide sufficient time to enable the Nominating Committee to evaluate
candidates recommended by stockholders in connection with selecting candidates
for nomination in connection with the Company's annual meeting of stockholders,
the Corporate Secretary must receive the stockholder's recommendation no later
than thirty (30) days after the end of the Company's fiscal year.
- The recommendation must contain the following information about the
candidate:
- Name;
- Age;
- Business and current residence addresses, as well as residence
addresses for the past 20 years;
- Principal occupation or employment and employment history (name and
address of employer and job title) for the past 10 years (or such
shorter period as the candidate has been in the workforce);
- Educational background;
- Permission for the Company to conduct a background investigation,
including the right to obtain education, employment and credit
information;
- The number of shares of common stock of the Company beneficially owned
by the candidate;
- The information that would be required to be disclosed by the Company
about the candidate under the rules of the SEC in a Proxy Statement
soliciting proxies for the election of such candidate as a director
(which currently includes information required by Items 401, 404 and
405 of Regulation S-K); and
- A signed consent of the nominee to serve as a director of the Company,
if elected.