CHARTER OF THE NOMINATING COMMITTEE OF THE BOARD OF
DIRECTORS
OF STAR BUFFET, INC.
I. NOMINATING COMMITTEE PURPOSE
The Nominating Committee of Star
Buffet, Inc. (the "Company") is appointed by the Board of
Directors (the "Board") to:
•
Assist the Board by identifying individuals
qualified to become Board members, and to recommend to the Board the director
nominees for the next annual meeting of stockholders and to fill vacancies that
may be created by the expansion of the number of directors of the Board and by
resignation, retirement or other termination of services of incumbent Board
members.
•
Develop and recommend to the Board corporate
governance guidelines and changes thereto.
•
Ensure that the Board and the Company's Charter
and Bylaws are structured in a way that best serves the Company's practices and
objectives.
•
Lead the Board in its annual review of the
Board's performance.
• Recommend to the Board director nominees for each committee.
II. NOMINATING COMMITTEE MEMBERSHIP
The Nominating Committee shall consist of three or more members who shall be "independent" within the meaning of the Rules of the National Association of Securities Dealers ("NASD") and the rules and regulations promulgated by the SEC, each as amended from time to time.
The members of the Nominating Committee shall be appointed and replaced by the Board at its pleasure for such term or terms as the Board shall determine in its sole discretion.
III. NOMINATING COMMITTEE MEETINGS
The Nominating Committee shall meet at least annually, or more frequently as circumstances require. The Nominating Committee Chair shall prepare and/or approve an agenda in advance of each meeting and, whenever reasonably practicable, circulate the agenda to each member prior to the meeting date.
IV. NOMINATING COMMITTEE PROCEDURAL MATTERS
A majority of the then-acting members of the Nominating Committee shall constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Nominating Committee. Unless the Board elects a Chair for the Nominating Committee, the members of the Nominating Committee may designate a Chair by majority vote. The Chair shall preside, when present, at all meetings of the Nominating Committee. The Nominating Committee will keep a record of its meetings and report on them to the Board. The Nominating Committee may meet by telephone or video conference and may take action by unanimous written consent. On all procedural matters not specifically addressed in this Charter, the provisions of the Bylaws of the Company relating to actions by the Board shall apply to the Nominating Committee.
V. NOMINATING COMMITTEE AUTHORITY AND RESPONSIBILITIES
The Nominating Committee shall:
A. Retain and Supervise Search Consultants. Have the sole authority to retain, pay and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the
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search firm's fees and other retention terms. The Nominating Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
B. Seek and Approve or Reject Qualified Candidates. Actively seek individuals qualified to become members of the Board or members of committees of the Board and recommend qualified persons to the Board in accordance with Article VI below. The Nominating Committee shall assist the Board in identifying individuals qualified to become Board members, and recommend to the Board the director nominees for the next annual meeting of stockholders. The Nominating Committee shall review, investigate and accept or reject nominees for the Board suggested by any stockholder of the Company. In its assessments of potential nominees for the Board, the Nominating Committee shall consider, without limitation, potential conflicts of interest by such persons.
C. Assess Performance of Board. Receive comments from all directors and executive officers and other relevant persons or constituencies and report annually to the Board with an assessment of the performance of the Board and management, to be discussed with the full Board following the end of each fiscal year. The assessment shall consider the size, structure, composition and functioning of the Board in light of operating requirements of the Company.
D. Monitor Adequacy of Corporate Governance. Develop, review and annually reassess the adequacy of the corporate governance guidelines of the Company and recommend any proposed changes to the Board for approval.
E. Delegation of Authority. Form and delegate authority to subcommittees when appropriate.
F. Minutes; Report to Board. Maintain minutes of meetings and periodically report to the Board on significant results of the foregoing activities.
G. Evaluation and Publication of Nominating Committee Charter. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. Request the Board to cause the then-current Charter to be published in accordance with the rules of the NASD and federal securities rules and regulations.
H. Evaluation of Nominating Committee Performance. The Nominating Committee shall annually review its own performance.
I. Charter and Bylaws. With advice from the Company's chief legal counsel, if any, and outside legal counsel, periodically review and recommend changes to the Company's Certificate of Incorporation and Bylaws as they relate to corporate governance matters.
J. General Authority. Perform such other functions and have such powers as may be necessary or convenient in the efficient discharge of the foregoing.
VI. NOMINATING COMMITTEE GUIDELINES AND PROCEDURES
A. Composition
of the Board. The composition of the Board will depend not only on the
character and capacities of the members on the Board taken individually, but
also on their collective strengths. Consequently, the Board should be composed
of, without limitation:
1.
Directors chosen with a view to bringing to the
Board a variety of experience and background; and
2. Directors who will represent the balanced, best interests of the stockholders as a whole rather than special interest groups or constituencies.
B. Selection Criteria. As part of the process, the Nominating Committee shall consult with the Board members, the Chief Executive Officer, other members of management and other parties to evaluate the knowledge and skills which should be kept in mind in making nominations, including
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experience in business, finance, administration or healthcare,
and familiarity with the Company's business and conduct. In considering
possible candidates for election as a director of the Company, the Nominating
Committee and other directors should be guided in general by the composition
guidelines established above and by, including but not limited to, the
following:
1.
Each director should be an individual of the
highest character and integrity and have an inquiring mind, vision and the
ability to work well with others;
2.
Each director should be free of any conflict of
interests which would violate applicable law or regulations or interfere with
the proper performance of the responsibilities of a director;
3.
Each director should possess substantial and
significant experience which would be of particular importance to the Company
in the performance of the duties of a director;
4.
Each director should have sufficient time
available to devote to the affairs of the Company in order to carry out the
responsibilities of a director; and
5. Each director should have the capacity and desire to represent the balanced, best interests of the stockholders of the Company as a whole and not primarily a special interest group or constituency.
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