Exhibit 99.1
DDS TECHNOLOGIES USA, INC. (the "Company")
NOMINATIONS AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
Purpose
The purpose of the Nominations and Corporate Governance Committee (the
"Committee") shall be as follows:
1. To select, or recommend to the Board of Directors for selection, the
individuals to stand for election as directors at the annual meeting of
stockholders or, if applicable, a special meeting of stockholders.
2. To oversee the selection and composition of committees of the Board of
Directors and, as applicable, oversee management continuity planning
processes.
The Board of Directors shall determine whether the Committee shall make
determinations as a committee or shall make recommendations to the Board of
Directors.
Composition
The Committee shall consist of two or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
"independent" in accordance with the rules of the Securities and Exchange
Commission (the "SEC").
To the extent the Committee consists of at least three members, one
director who is not independent under the SEC's rules may be appointed to the
Committee, subject to the following:
o the director is not a current officer or employee, or a family member of
an officer or employee, of the Company;
o the Board of Directors, under exceptional and limited circumstances,
determines that such individual's membership on the Committee is required
by the best interests of the Company and its stockholders;
o the Company discloses in the proxy statement for the next annual meeting
subsequent to such determination (or in its Form 10-K if the Company does
not file a proxy statement) the nature of the relationship and the reasons
for that determination; and
o such person does not serve under this exception for more than two years.
Notwithstanding the foregoing, under no circumstances shall the Committee
consist of more than one non-independent director.
Appointment and Removal
The members of the Committee shall be appointed by the Board of Directors.
Each member shall serve until such member's successor is duly elected and
qualified or until such member's earlier resignation or removal. The members of
the Committee may be removed, with or without cause, by a majority vote of the
Board of Directors.
Chairman
Unless a Chairman is elected by the full Board of Directors, the members
of the Committee shall designate a Chairman by majority vote of the full
Committee membership. The Chairman will chair all regular sessions of the
Committee and set the agendas for Committee meetings.
Delegation to Subcommittees
In fulfilling its responsibilities, the Committee shall be entitled to
delegate any or all of its responsibilities to a subcommittee of the Committee.
Meetings
The Committee shall meet as frequently as circumstances dictate. The
Chairman of the Committee or a majority of the members of the Committee may call
meetings of the Committee. Any one or more of the members of the Committee may
participate in a meeting of the Committee by means of conference call or similar
communication device by means of which all persons participating in the meeting
can hear each other.
All non-management directors who are not members of the Committee may
attend meetings of the Committee, but may not vote. In addition, the Committee
may invite to its meetings any director, member of management of the Company,
and such other persons as it deems appropriate in order to carry out its
responsibilities. The Committee may also exclude from its meetings any persons
it deems appropriate.
Duties and Responsibilities
The Committee shall carry out the duties and responsibilities set forth
below. These functions should serve as a guide with the understanding that the
Committee may determine to carry out additional functions and adopt additional
policies and procedures as may be appropriate in light of changing business,
legislative, regulatory, legal, or other conditions. The Committee shall also
carry out any other responsibilities and duties delegated to it by the Board of
Directors from time to time related to the purposes of the Committee outlined in
this Charter.
In discharging its oversight role, the Committee is empowered to study or
investigate any matter of interest or concern that the Committee deems
appropriate and shall have the sole authority, without seeking Board approval,
to retain outside counsel or other advisors for this purpose, including the sole
authority to approve the fees payable to such counsel or advisors and any other
terms of retention.
Board Selection, Composition, and Evaluation
1. Establish criteria for the selection of new directors to serve on the
Board of Directors.
2. Identify individuals believed to be qualified as candidates to serve on
the Board of Directors and select, or recommend that the Board of
Directors select, the candidates for all directorships to be filled by the
Board of Directors or by the stockholders at an annual or special meeting.
In identifying candidates for membership on the Board of Directors, the
Committee may take into account all factors it considers appropriate,
which may include strength of character, mature judgment, career
specialization, relevant technical skills, diversity, and the extent to
which the candidate would fill a present need on the Board of Directors.
3. Review and make recommendations to the full Board of Directors, or
determine, whether members of the Board should stand for re-election and
consider matters relating to the retirement of Board members, including
term limits or age caps.
4. In the case of a director nominated to fill a vacancy on the Board of
Directors due to an increase in the size of the Board, recommend to the
Board of Directors the class of directors in which the director-nominee
should serve.
5. Conduct all necessary and appropriate inquiries into the backgrounds and
qualifications of possible candidates. In that connection, the Committee
shall have sole authority to retain and to terminate any search firm to be
used to assist in identifying candidates to serve as directors of the
Company, including sole authority to approve the fees payable to such
search firm and any other terms of retention.
6. Consider questions of independence and possible conflicts of interest of
members of the Board of Directors and executive officers.
7. Review and make recommendations, as the Committee deems appropriate,
regarding the composition and size of the Board of Directors in order to
ensure the Board has the requisite expertise and its membership consists
of persons with sufficiently diverse and independent backgrounds.
8. Oversee the evaluation, at least annually, and as circumstances otherwise
dictate, of the Board of Directors and management.
Committee Selection and Composition
9. Recommend members of the Board of Directors to serve on the committees of
the Board, giving consideration to the criteria for service on each
committee as set forth in the charter for such committee, as well as to
any other factors the Committee deems relevant, and when appropriate, make
recommendations regarding the removal of any member of any committee.
10. Recommend members of the Board of Directors to serve as the Chair of the
committees of the Board of Directors.
11. Establish, monitor, and recommend the purpose, structure, and operations
of the various committees of the Board of Directors, the qualifications
and criteria for membership on each committee of the Board, and as
circumstances dictate, make any recommendations regarding periodic
rotation of directors among the committees and impose any term limitations
of service on any Board committee.
12. Periodically review the charter and composition of each committee of the
Board of Directors and make recommendations to the Board for the creation
of additional committees or the elimination of Board committees.
Continuity / Succession Planning Process
13. Oversee and approve the management continuity planning process. Review and
evaluate the succession plans relating to the Chief Executive Officer and
other executive officer positions and make recommendations to the Board of
Directors with respect to the selection of individuals to occupy these
positions.
Reports
14. Report regularly to the Board of Directors following meetings of the
Committee, (a) with respect to such matters as are relevant to the
Committee's discharge of its responsibilities, and (b) with respect to
such recommendations as the Committee may deem appropriate. The report to
the Board of Directors may take the form of an oral report by the Chairman
or any other member of the Committee designated by the Committee to make
such report.
15. Maintain minutes or other records of meetings and activities of the
Committee.
Corporate Governance. To the extent deemed appropriate by the Board of Directors
and the Committee, the Committee will do as follows:
16. Consider the adequacy of the certificate of incorporation and by-laws of
the Company and recommend to the Board of Directors, as conditions
dictate, that it propose amendments to the certificate of incorporation
and by-laws for consideration by the stockholders.
17. Develop and recommend to the Board of Directors a set of corporate
governance principles applicable to the Company and keep abreast of
developments with regard to corporate governance to enable the Committee
to make recommendations to the Board of Directors in light of such
developments as may be appropriate.
18. Consider policies relating to meetings of the Board of Directors. This
consideration may include meeting schedules and locations, meeting
agendas, and procedures for delivery of materials in advance of meetings.