I. Purpose
The Nominating and Corporate Governance
Committee of the Board of Directors ("Board") of StealthGas Inc. is
appointed by, and generally acts on behalf, of the Board. The
Committee's purposes shall be:
A. To recommend to the Board the structure and operations of the Board;
B. To identify individuals qualified to serve as members of the Board,
and to identify and recommend that the Board select the director
nominees for the next annual meeting of stockholders and to fill
vacancies;
C. To recommend to the Board the responsibilities of each Board
committee, the structure and operation of each Board committee, and the
director nominees for assignment to each Board committee;
D. To oversee the Board's annual evaluation of its performance and the performance of other Board committees; and
E. To develop and recommend to the Board for adoption a set of
Corporate Governance Guidelines applicable to the Company and to
periodically review the same.
II. Membership
A. The Committee shall be composed of at least three directors, each of
whom must be independent. A director shall qualify as independent if
the Board has affirmatively determined that the member is independent
consistent with the independence criteria set forth in the Company's
Corporate Governance Guidelines and the listing criteria of the Nasdaq
Stock Market.
B. The members of the Committee shall be designated and approved by a
majority of the whole Board and shall serve for one-year terms. The
Committee shall recommend, and the Board shall designate, one member of
the Committee to serve as Chairperson. The members of the Committee
shall serve until their resignation, retirement, or removal by the
Board or until their successors shall be appointed. No member of the
Committee shall be removed except by majority vote of the independent
directors of the full Board then in office.
III. Meetings and Procedures
A. The Committee shall meet as often as it may deem necessary and
appropriate in its judgment, but in no event less than three times per
year. A majority of the members of the Committee shall constitute a
quorum.
B. The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.
C. The Committee may delegate authority to one or more members of the
Committee when appropriate, but no such delegation shall be permitted
if the authority is required by law, regulation, or listing standard to
be exercised by the Committee as a whole.
D. The Committee may request that any directors, officers, or employees
of the Company, or other persons whose advice and counsel are sought by
the Committee, attend any meeting to provide such information as the
Committee requests.
E. The Committee shall fix its own rules of procedure, which shall be
consistent with the by-laws of the Company and this Charter.
F. The Committee shall keep written minutes of its meetings, which
minutes shall be maintained with the books and records of the Company.
G. The Committee shall report to the Board on the matters discussed at
each meeting of the Committee, including describing all actions taken
by the Committee at the meeting.
IV. Duties and Responsibilities
The Committee shall have the following duties and responsibilities:
A. Board Size and Composition
- Consider and recommend to the Board the appropriate size, function,
and needs of the Board, taking into account that the Board as a whole
shall have competency in the following areas: (i) industry knowledge;
(ii) accounting and finance; (iii) business judgment; (iv) management;
(v) leadership; (vi) international markets; (vii) business strategy;
(viii) crisis management; (ix) corporate governance; and (x) risk
management. The Board also seeks members from diverse backgrounds so
that the Board consists of members with a broad spectrum of experience
and expertise and with a reputation for integrity. Directors should
have experience in positions with a high degree of responsibility, be
leaders in the companies or institutions with which they are
affiliated, and be selected based upon contributions that they can make
to the Company.
- Determine what types of backgrounds, skills, and attributes of Board
members are needed to help strengthen and balance the Board, taking
into account the competencies described above, and actively seek
individuals qualified to become Board members and maintain an active
file of suitable candidates for consideration as nominees to the Board.
- Recommend to the Board one member of the Board to serve as
Chairperson of the Board. The Chairperson shall preside at all meetings
of the Board and, in the absence of the Chief Executive Officer, at
meetings of the stockholders. The director who is appointed Chairperson
is appointed on an annual basis by at least a majority of the remaining
directors.
- Have the sole authority and necessary funding to retain, set
compensation and retention terms for, and terminate any search firm to
be used to identify director candidates.
- Evaluate and recommend to the Board the slate of nominees for
directors to be elected by the stockholders at the Company's next
annual meeting of stockholders and, where applicable, to fill
vacancies. The Committee shall give the same consideration to
candidates for director nominees recommended by Company stockholders as
those candidates recommended by others. The Committee shall implement
the Board's procedures for consideration of stockholder
recommendations. Recommendations by the Committee should include a
review by the Committee of the performance and contribution of fellow
directors, as well as the qualification of new nominees.
B. Board Committees
- Recommend to the Board the responsibilities of the Board committees,
including each committee's structure, operations, and authority to
delegate to subcommittees.
- Evaluate and recommend to the Board those directors to be appointed
to the various Board committees, including the persons recommended to
serve as chairperson of each committee. Recommendations should
consider: (i) the qualifications for membership on each committee; (ii)
committee member appointment and removal; (iii) the extent to which
there should be a policy of periodic rotation of directors among the
committees; (iv) any limitations on the number of consecutive years a
director should serve on any one committee; and (v) the number of
boards and other committees on which directors may serve.
C. Evaluation of the Board and Board Committees
- Oversee the annual evaluation of the Board and the other Board
committees, including the individual members of the Board and the other
Board Committees, taking into account the factors set forth in Exhibit
A hereto, and deliver reports to the Board setting forth the results of
such evaluations. The Committee also shall monitor director performance
throughout the year (noting particularly any directors who have had a
change in their primary job responsibilities or who have assumed
additional directorships since their last assessment) and counsel those
directors whose performance may be found wanting.
- Annually review and assess the performance of the Committee and each
Committee member and deliver a report to the Board setting forth the
results of its evaluation. In conducting this review, the Committee
shall address matters that it considers relevant to its performance,
including, at a minimum, the adequacy, appropriateness, and quality of
the information and recommendations that it has presented to the Board,
the manner in which they were discussed or debated, and whether the
number and length of meetings of the Committee were adequate for the
Committee to complete its work in a thorough and thoughtful manner.
D. General Corporate Governance Matters
-
Periodically review and assess the adequacy of the Company's
Corporate Governance Guidelines and recommend any changes to the Board
for its approval and adoption.
- Recommend general matters for consideration by the Board, including
but not limited to: (i) the structure of Board meetings, including
recommendations for the improvement of such meetings, and the
timeliness and adequacy of the information provided to the Board prior
to such meetings; (ii) director retirement policies; (iii) director and
officer insurance policy requirements; (iv) policies regarding the
number of boards on which a director may serve; (v) director
orientation and training; and (vi) the functions of the Company's
senior executives and the outside directorships of such executives.
- Review annually the compensation of non-employee directors and the
principles upon which such compensation is determined. In this regard,
Company management should report annually as to how the Company's
non-employee director compensation practices compare with those of
other similarly situated public corporations.
- Review and make recommendations on the annual Board "Master Agenda"
recommended by the Chairperson of the Board and the Chief Executive
Officer.
- Consult with the Chief Executive Officer, as appropriate, and other
Board members to ensure that its decisions are consistent with the
sound relationship between and among the Board, Board committees,
individual directors, and management.
- Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for its approval.
- Perform any other activities consistent with this Charter, the
Company's articles of incorporation, the Company's by laws, and
governing law, as the Committee or the Board deems necessary or
appropriate.
EXHIBIT A
Criteria for the Evaluation of Individual Director Performance
- Representation of Shareholders. Clearly
recognizes the role of directors to represent the interests of
shareholders. Understands the difference between the function of the
Board and that of Company management.
- Judgment and Knowledge. Demonstrates judgment and ability to assess
Company strategy, business plans, management evaluation, and other key
issues. Demonstrates competency in one or more of the following areas:
(i) industry knowledge; (ii) capital markets; (iii) corporate credit;
(iv) accounting and finance; (v) business judgment; (vi) management;
(vii) leadership; (viii) international markets; (ix) business strategy;
(x) crisis management; (xi) corporate governance; and (xii) risk
management.
- Meaningful Participation. Comfortable being an active, inquiring
participant. Participates in Board processes in a meaningful way.
Manifests confidence and willingness to express ideas and engage in
constructive discussion. Actively participates in decision-making and
is willing to make tough decisions. Demonstrates diligence and
faithfulness in attending Board and committee meetings.
- Communications. Communicates freely with other Board members and
with Company management. Serves as a good sounding board for other
directors and the Chief Executive Officer. Willing to challenge fellow
directors and the Chief Executive Officer. Asks insightful questions
and raises thought-provoking perspectives. Willing to hold management
accountable for performance and results. Mindful not to get overly
involved in operational details and the management process. Finds the
proper balance between dominating the deliberations and making no
contribution at all. Evidences characteristics of team player who works
well with other directors while not necessarily agreeing with their
views. Listens with an open mind.
- Suitability. Understands the Company's short- and long-term goals
and objectives. Understands the Company's business and its competitors.
Cooperates with the Company's management and employees, when
applicable, regarding requests for information in completing public
filings or responding to regulatory inquiries. Demonstrates no material
conflict of interest in serving on the Board. If not an employee of the
Company, satisfies applicable requirements for "independence" as set
forth in the Company's Corporate Governance Guidelines.
- Expertise. Fulfills specific Board needs. Makes individual expertise
available to the Board. Draws on relevant experience in addressing
issues facing the Company. Willing to respond to appropriate request of
Chief Executive Officer outside of Board meetings for advice and
support.
- Vision and Leadership. Understands Company philosophy and strategy.
Oriented toward the future, and sensitive to future direction of
industry. Fulfills legal and fiduciary responsibilities. Supports the
Company's mission and values and is open, honest, and direct. Makes
appropriate time commitment for Board service. Evidences ability to
think through who the management of the Company should consist of and
what they should do.
- Professional Status. Maintains standing and reputation in the
business, professional, and social communities in which the directors
operate. Appropriately represents the Company in all such communities.
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Nominating and Corporate Governance Committee Charter 
