As of:June 15, 2007*
Global Gold Corporation
Nominating and Governance Charter
I. Purpose
This Nominating and Governance Charter provides certain principles and
guidelines by which the Board of Directors (the "Board") of Global Gold
Corporation (the "Company") shall fulfill its responsibility to the
stockholders, potential stockholders and the investment community. This charter
sets forth (i) corporate governance principles intended to promote the
efficient, effective and transparent governance of the Company, and (ii)
procedures for the identification and selection of individuals qualified to
become directors.
II. Board of Directors
Independent Directors. The Board shall be comprised of a majority of
independent directors. The Company defines an "Independent Director" as one
meeting the standards established by the New York Stock Exchange requirements
for independent directors. Each year the Board shall affirmatively determine
that each Independent Director meets such standards and has no other material
relationship with the Company or its affiliates or any executive officer of the
Company or his or her affiliates that would, in the judgment of the Board,
interfere with such director's exercise of independent judgment in carrying out
the responsibilities of a director.
Lead Independent Director. The Board may designate one of its
Independent Directors as the Lead Independent Director. The Lead Independent
Director shall be responsible for coordinating the activities of the other
Independent Directors and performing various other duties as set forth herein or
as directed by the Board.
Board Committees. The Board currently has three standing
committees--the Audit Committee, the Compensation Committee and the Nominating
Committee. The Board is responsible for the appointment of committee members and
committee chairs. The Nominating Committee reviews committee assignments
annually. From time to time the Board may form a new temporary or standing
committee as it deems necessary.
As set forth in the Audit Committee Charter, the Audit Committee is
responsible for the hiring, compensation, retention and oversight of the
Company's independent certified public accountants, and for monitoring the
effectiveness of the Company's internal financial and accounting organization
and controls and financial reporting.
*The information posted is as of the date indicated. Please be advised
that we may not update or remove this information other than as required by
applicable law or regulation.
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The Compensation Committee has the sole authority and responsibility
for reviewing and determining, or recommending to the Board for determination,
the salary and other matters relating to the compensation of the Company's Chief
Executive Officer ("CEO") and all other executive officers. The CEO shall not be
present during discussion and voting regarding his compensation. The
Compensation Committee also administers the Company's stock option plan.
The Nominating Committee shall have the authority and responsibilities
set forth in this charter.
Board Meetings. Meetings of the Board are scheduled in advance
typically at a location accessible to the Company's headquarters in Greenwich,
CT. Board members are expected to rigorously prepare for, attend, and
participate in all Board and applicable committee meetings. Each Board member is
expected to ensure that other existing and planned future commitments do not
materially interfere with the member's service as a director. These other
commitments will be considered by the Board when reviewing Board candidates.
Executive Sessions of Independent Directors. In order to facilitate
discussion by the Independent Directors about the Company's activities and
business, each year, the Board's Independent Directors may hold executive
sessions at which only Independent Directors are present (in person or by
conference telephone). As appropriate, such Executive Sessions shall be
scheduled to take place in conjunction with regularly scheduled meetings of the
Board. The Lead Independent Director, if one, will assume the responsibility of
chairing the meetings of Independent Directors and shall bear such further
responsibilities which the Board and the Independent Directors as a whole might
designate from time to time. Each Independent Director is expected to ensure
that other existing and planned future commitments do not materially interfere
with attendance at such Executive Sessions.
Board Compensation. For service on the Board, the Company annually
compensates directors with options under the Company's 2003 Stock Incentive
Plan. The Company's management will report from time to time to the Compensation
Committee on the status of Board compensation in relation to other
representative U.S. companies.
Communication with Directors. The Board believes that it is important
to offer stockholders the opportunity to communicate with the Board about
Company issues and developments. Stockholders who wish to communicate with the
Board may do so by sending written communications addressed to the Board of
Directors, Global Gold Corporation, 45 East Putnam Avenue, Greenwich, CT 06830
or by email at ggc@globalgoldcorp.com.
III. Nomination of Candidates
Nominating Committee. The Nominating Committee shall be comprised
solely of Independent Directors. The Nominating Committee shall have the
authority to delegate any of its responsibilities to subcommittees as it may
deem appropriate in accordance with this charter. The Nominating Committee shall
have the authority to retain, compensate and terminate search firms used in
connection with its identification of candidates, and to retain outside counsel
and any other advisors as it may deem appropriate in its sole discretion.
Board Membership Criteria. The Nominating Committee shall establish
criteria for the selection of new directors and shall review from time to time
the appropriate skills and characteristics required of Board members in the
context of the current make-up of the Board. In conducting this assessment, the
Nominating Committee shall consider issues of independence and diversity in
numerous areas such as age; understanding of and experience in the sector,
finance and marketing; international experience; and culture. The Nominating
Committee shall select individuals who shall have the highest personal and
professional integrity and who shall have demonstrated exceptional ability and
judgment, and who shall be most effective, in conjunction with the other
directors and nominees to the Board, in collectively serving the long-term
interests of the stockholders.
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Identification of Candidates. The Nominating Committee shall identify
and vet individuals to serve on the Board. The Nominating Committee shall
conduct inquiries in to the backgrounds and qualifications of candidates. The
Nominating Committee has the responsibility of recommending to the Board
qualified candidates.
Nomination of Candidates by Stockholders. Stockholders who wish to
recommend individuals for consideration by the Nominating Committee to become
nominees for election to the Board may do so in accordance with the Company's
By-Laws.
Board Committee Service. The Nominating Committee shall monitor and
review the Board's committee structure, and each year it shall recommend to the
Board for its approval directors to serve as members of each committee. The
Nominating Committee shall recommend to the Board a director to serve as chair
of each committee and shall recommend directors to fill vacancies as needed.
IV. Annual Evaluation
The Nominating Committee shall conduct and present to the Board an
annual performance evaluation of the Nominating Committee. The Nominating
Committee shall review at least annually the adequacy of this charter and
recommend any proposed changes to the Board for approval.
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