EXHIBIT 99.3
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
OF
REMINGTON OIL AND GAS CORPORATION
PURPOSE AND RESPONSIBILITIES
The Nominating and Corporate Governance Committee (the "Nominating Committee")
is a standing committee of the Board of Directors. Its primary purposes are to
identify individuals qualified to become members of the Board of Directors, and
to recommend a slate of directors to the Board of Directors for election at the
Company's annual meeting or if requested by the Board of Directors, recommend
director candidates to fill a vacancy on the Board; to draft and present to the
Board of Directors a statement of the Company's Corporate Governance Guidelines
and the Company's Code of Business Conduct and Ethics, and work with the Board
to monitor compliance with the various governance documents, and to implement
surveys for Board and committee annual performance evaluations
ORGANIZATION AND FUNCTIONS
- Appointment and Term. The members of the Nominating Committee
shall be appointed annually by the vote of the majority of the
Board of Directors. The Board of Directors, by majority vote,
may remove any member of the Nominating Committee. Except for
the prior resignation or removal, each member of the
Nominating Committee shall serve on the Nominating Committee
until his or her term of office as a director of the Company
expires.
- Composition. The Nominating Committee shall be composed of
three independent Directors.
- Qualifications. In addition to meeting the director
qualifications set forth in the Company's Corporate Governance
Guidelines, the members of the Nominating Committee shall
demonstrate an understanding of corporate governance matters
and the laws, rules and regulations applicable thereto.
- Independence. All members of the Nominating Committee must be
Independent (as defined in the Company's By-Laws).
- Appointment of a Chairperson. The Nominating Committee shall
recommend a Chairperson from among its members to the Board of
Directors for approval. It is the responsibility of the
Chairperson to schedule all meetings of the Nominating
Committee and provide the Nominating Committee, other members
of the board, and the Company's Secretary with a written
notice and written agenda for all meetings.
- Meetings. The Nominating Committee shall meet at least once
per year or more frequently as circumstances require. The
Nominating Committee may ask members of management or others
to attend the meetings and provide pertinent information as
necessary.
- Reporting and Minutes. The Nominating Committee shall report
to the entire Board of Directors and shall provide all notices
and minutes of meetings of
the Nominating Committee to the Board of Directors. All
notices, agendas, and minutes of meetings shall be provided to
the Company's management in order for payment of any
applicable meeting fees and expenses to be made.
- Access to Management and Consultants. The Nominating Committee
shall have unrestricted access to members of management and
all information relevant to its responsibilities. The
Nominating Committee is authorized and empowered to retain
such independent advisors, including counsel that the
Nominating Committee may deem necessary in order to carry out
its responsibilities. No engagement shall be a valid act of
the committee and no compensation for the services of such
advisors shall be paid by the Company unless, prior to such
engagement, the Company Secretary was advised of the decision
to engage the advisor, a preliminary budget for the engagement
of the advisor was submitted to the Company Secretary, the
identity of the advisor was made known to the Company
Secretary so that conflicts could be checked and independence
verified, and the Company Secretary was provided an
undertaking by the committee chairperson that any and all
letters, reports, and studies prepared by the advisor will be
made known and made available to the Company's Board of
Directors as a whole.
- Functions regarding Director Nominations. The Nominating
Committee shall on an annual basis affirmatively determine by
a majority vote of its members those directors that are
Independent in accordance with the standards set forth in the
Company's Governance Standards for Directors and Committees of
the Board and that each director nominee presents the
qualifications necessary to be nominated as a director. Once
the Nominating Committee has a recommended Slate of Directors,
the Nominating Committee will forward the Slate of Directors
to the Board of Directors. Each nominee for Director will be
placed on the Slate of Directors to be elected by the
stockholders at the Company's annual meeting upon receiving
the affirmative vote of a majority of the Board of Directors.
- Functions regarding Director Resignations and Board Vacancies.
The Nominating Committee shall be empowered to accept or
reject the resignation of a director upon the submission of
such resignation. In the event that the resignation is
accepted by the Nominating Committee, the Nominating Committee
if so requested by the Board of Directors shall by majority
vote forward the name of a nominee to fill the vacancy to the
full board for election.
- Functions regarding Code of Ethics and Corporate Governance
Guidelines. The Nominating Committee shall work with the Board
of Directors to develop a set of corporate governance
principles and a Code of Ethics applicable to the Company. In
assisting to develop these sets of principles or carrying out
its other duties, the Nominating Committee is authorized to
conduct research into any matters within the Nominating
Committee's scope of responsibilities.
- Review of Charter. The Nominating Committee shall at least on
an annual basis review and update its charter and recommend
any changes to the Board of Directors for approval.
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- Annual Performance Review. The Nominating Committee shall
prepare an annual performance evaluation of the Nominating
Committee in accordance with the Company's By-Laws.
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