The Nominating and Corporate Governance Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Compass Group Diversified Holdings LLC (the "Company"). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibility to assure that the Company is governed in a manner consistent with the interests of the holders of LLC Interests of the Company ("Shareholders") and in compliance with applicable laws, regulations, rules and orders.
The Committee has overall responsibility for: (i) identifying and evaluating individuals qualified to become members of the Board, excluding any board member(s) appointed by Compass Group Management LLC (the "Manager"), as holder of Allocation Interests, ("Manager Appointed Member") by reviewing nominees for election to the Board submitted by Shareholders and recommending to the Board director nominees for each annual meeting of Shareholders and for election to fill any vacancies on the Board, (ii) advising the Board with respect to Board organization, desired qualification of members, membership and function and the structure and composition of committees, membership, operations (including any committee authority to delegate to subcommittees), self evaluation and policies, (iii) reviewing conflicts of interests that may arise between the Company and the Manager, (iv) advising on matters relating to corporate governance in each case, subject to the requirements of the Operating Agreement of the Company (as may be amended, supplemented or otherwise modified from time to time, the ("Operating Agreement") and monitoring developments in the law and practice of corporate governance, (v) overseeing compliance with the Company's code of ethics and conduct of the Company's officers, directors and the Manager, and (vi) approving any related party transactions.
Membership: The Committee shall consist of three (3) or more Directors. The Committee members shall be elected annually by the Board, upon the recommendation of the Nominating and Corporate Governance Committee, for terms of one year, or until their successors shall be duly elected and qualified.
Qualifications: All Committee members shall meet all applicable independence requirements of law and the rules of the New York Stock Exchange and any successor thereto (the "NYSE").
Chairman: Unless the Chairman of the Committee (the "Chairman") is elected by the full Board, the Committee members may designate a Chairman consistent with any recommendation of the Nominating and Corporate Governance Committee.
Resignation, Removal and Replacement: Any Director may resign from the Committee at any time upon notice of such resignation to the Company. An Independent Director who ceases to be independent under the listing standards of the NYSE shall promptly resign to the extent required for the Company to comply with applicable laws, rules and regulations. The Board shall have the power at any time to remove a member of the Committee with or without cause, to fill all vacancies, and to designate alternate members, upon the recommendation of the Committee, to replace any absent or disqualified members, so long as the Committee shall at all times have at least three members and be composed solely of independent board members.
All meetings of and other actions by the Committee shall be held and taken pursuant to the Operating Agreement, including provisions governing notice of meetings and waiver thereof, the number of Committee members required to take actions at meetings and by written consent, and other related matters. The Committee may invite any Director who is not a member of the Committee, management, counsel, representatives of service providers or other persons to attend meetings and provide information as the Committee, in its sole discretion, considers appropriate.
Unless otherwise authorized by the Board, the Committee shall not delegate any of its authority to any subcommittee.
In the event that the Committee's Chairman is unable to perform any of his or her functions or obligations hereunder, the Chairman of the Company's Compensation Committee is hereby authorized and directed to act in the place and stead of the Chairman of this Committee and fulfill any and all functions or obligations that would otherwise be the responsibility of the Chairman of this Committee, without any further action or authorization by this Committee.
The following are the general goals, responsibilities and authority of the Committee and are set forth only for its guidance. The Committee, however, may diverge from these responsibilities and/or may assume such other responsibilities as the Board may delegate from time to time and/or as the Committee may deem necessary or appropriate from time to time in performing its functions in accordance with the Operating Agreement and other governance documents of the Company and in accordance with applicable law.
Nothing in this Charter shall be interpreted as diminishing or derogating the duties, responsibilities or obligations of the Board. Subject to the requirements of the Operating Agreement, the Committee shall:
Board of Directors
Evaluation of and Succession Planning for Executive Officers of the Company's Subsidiaries
The forgoing list of duties is not exhaustive, and the Committee may, in addition, perform such other functions as may be necessary or appropriate for the performance of its duties.
Subject to the approval of the Board, the Committee shall have the right to use reasonable amounts of time of the Company's independent accountants, outside lawyers and other internal staff and also shall have the right to hire independent experts, lawyers and other consultants to assist and advise the Committee in connection with its responsibilities. The Committee shall keep the Company's Chief Financial Officer advised as to the general range of anticipated expenses for outside consultants, and shall obtain the concurrence of the Board in advance for any expenditures.
Any amendments to this Charter must be approved or ratified by a majority vote of the Company's Board, including a majority of independent directors.
This Charter will be made available on Compass Diversified Holdings's website at www.compassdiversifiedholdings.com.
Date: November 1, 2010
Gordon M. Burns has served as a director of the Company since May 2008. Mr. Burns has been a private investor since 1998. Previously, he was responsible for investment banking at UBS Securities and before that was a managing director at Salomon Brothers Inc. Mr. Burns is a graduate of Yale University and the Harvard Business School. Mr. Burns served on the board of directors and audit committee of Aztar Corporation, a NYSE listed company, from 1998 through 2007.
Harold S. Edwards has served as a director of the Company since April 2006. Mr. Edwards has been the president and chief executive officer of Limoneira Company, a NASDAQ listed company, since November 2004. Previously, Mr. Edwards was the president of Puritan Medical Products, a division of Airgas Inc. Prior to that, Mr. Edwards held management positions with Fisher Scientific International, Inc., Cargill, Inc., Agribrands International and the Ralston Purina Company. Mr. Edwards is currently a member of the boards of directors of Limoneira Company and Calavo Growers, Inc., which is also a NASDAQ listed company. Mr. Edwards is a graduate of Lewis and Clark College and The Thunderbird School of Global Management.
D. Eugene Ewing has served as a director of the Company since April 2006. Mr. Ewing has been the managing member of Deeper Water Consulting, LLC, a private wealth and business consulting company since March, 2004. Previously, Mr. Ewing was with the Fifth Third Bank. Prior to that, Mr. Ewing was a partner in Arthur Andersen LLP. Mr. Ewing is on advisory boards for the business schools at Northern Kentucky University and the University of Kentucky. Mr. Ewing is also the chairman of the board of directors of Staffmark Holdings, Inc. and a director of a private trust company located in Wyoming and a private consulting company located in California. Mr. Ewing is a graduate of the University of Kentucky.