REED S, INC. a Delaware corporation. Corporate Governance Committee Charter. Adopted: December 19, 2006

Transcription

1 REED S, INC. a Delaware crpratin Crprate Gvernance Cmmittee Charter Adpted: December 19, 2006 Organizatin There shall be a cmmittee f the Bard f Directrs ( Bard ) f Reed s, Inc., a Delaware crpratin (the Crpratin ) t be knwn as the Crprate Gvernance Cmmittee (the Cmmittee ). The Cmmittee shall initially be cmprised f three directrs, wh shall meet the independence requirements f NASDAQ, as well as ther factrs that will cntribute t effective versight and decisin-making by the Bard. The number may be increased r decreased by the Bard. The independent members f the Bard shall recmmend t the Bard nminees fr appintment t the Cmmittee annually and as vacancies r newly created psitins ccur. Cmmittee members shall be appinted by the Bard and shall serve until such member s earlier resignatin r remval. Cmmittee members may be remved by a majrity vte f the Bard at any time, with r withut cause. The Cmmittee shall recmmend t the Bard, and the Bard shall designate, the Chairman f the Cmmittee. The Cmmittee shall be gverned by this charter which has been apprved by the Bard. Statement f Plicy and Purpse The Cmmittee shall: identify individuals qualified t becme Bard members and recmmend t the Bard directr nminees fr electin at the next annual r special meeting f stckhlders at which directrs are t be elected r t fill any vacancies r newly created directrships that may ccur between such meetings; recmmend directrs fr appintment t Bard cmmittees; review and make recmmendatins t the Bard regarding cmpensatin fr the Crpratin s directrs; and develp and recmmend t the Bard the Crprate Gvernance Guidelines and Cde f Business Cnduct and Ethics f the Crpratin and versee cmpliance with such Guidelines and Cde. Authrity and Respnsibilities In additin t any ther respnsibilities which may be assigned frm time t time by the Bard, the Cmmittee is respnsible fr the fllwing matters. Bard/Cmmittee Nminees The Cmmittee shall versee searches fr and identify qualified individuals fr membership n the Crpratin s Bard f Directrs. 1

2 The Cmmittee shall recmmend t the Bard criteria fr Bard and Bard cmmittee membership, including, withut limitatin, judgment, diversity, age, skills, backgrund and experience, and shall recmmend individuals fr membership n the Crpratin s Bard and directrs fr appintment t the cmmittees f the Bard. In making its recmmendatins, the Cmmittee shall: review candidates qualificatins fr membership and cntinuatin n the Bard r a cmmittee f the Bard (including a determinatin as t the independence f the candidate) based n the criteria established by the Bard; peridically review the cmpsitin f the Bard and its cmmittees in light f the current challenges and needs f the Bard and each cmmittee, and determine whether it may be apprpriate t add r remve individuals after cnsidering issues f judgment, diversity, age, skills, backgrund and experience; cnsider rtatin f cmmittee members and cmmittee Chairmen; and cnsider any ther factrs that are set frth in the Crpratin s Crprate Gvernance Guidelines r are deemed apprpriate by the Cmmittee. The Cmmittee may, at the request f the Bard, frm time t time, review: the apprpriate skills and characteristics required f Bard members in the cntext f the current make-up f the Bard; and the cntinued apprpriateness f Bard membership f directrs wh retire r change their principal ccupatin r business assciatin. Review f the Bard and its Cmmittees The Cmmittee shall peridically review the size and respnsibilities f the Bard and its cmmittees and recmmend any prpsed changes t the Bard. Crprate Gvernance Matters The Cmmittee shall develp and recmmend t the Bard the Crprate Gvernance Guidelines and Cde f Business Cnduct and Ethics fr the Crpratin. At least annually, the Cmmittee shall review and reassess the adequacy f such Crprate Gvernance Guidelines and Cde f Business Cnduct and Ethics and recmmend any prpsed changes t the Bard. The Cmmittee shall be respnsible fr any tasks assigned t it in the Crpratin s Crprate Gvernance Guidelines and apprved by the Bard. The Cmmittee shall versee cmpliance with the Crpratin s Crprate Gvernance Guidelines and Cde f Business Cnduct and Ethics and reprt n such cmpliance t the Bard. The Cmmittee shall als review and cnsider any requests fr waivers f the Crpratin s Crprate Gvernance Guidelines 2

3 r Cde f Business Cnduct and Ethics fr the Crpratin s directrs, executive fficers and ther senir financial fficers, and shall make a recmmendatin t the Bard with respect t such request fr a waiver. The Cmmittee shall review and reprt t the Bard regarding any actual r ptential cnflicts f interest invlving directrs and shall determine whether such directr r directrs may vte n any issue as t which there may be a cnflict. Directr Cmpensatin The Cmmittee shall review and make recmmendatins t and fr the apprval f the Bard regarding cmpensatin (including stck ptin grants and ther equity-based cmpensatin) fr the Crpratin s directrs. In s reviewing and making such recmmendatins regarding directr cmpensatin, the Cmmittee shall: determine any lng-term incentive cmpnent f directr cmpensatin based n the awards given t directrs in the past years, the Crpratin s perfrmance, stckhlder return and the value f similar incentive awards relative t such targets at cmparable cmpanies and such ther factrs as the Cmmittee deems apprpriate and in the best interests f the Crpratin (including the cst t the Crpratin f such cmpensatin); and evaluate the pssibility that directrs independence may be cmprmised if directr cmpensatin exceeds custmary levels, if the Crpratin makes substantial charitable cntributins t an rganizatin with which a directr is affiliated, r if the Crpratin enters int cnsulting cntracts with (r prvides ther indirect frms f cmpensatin t) a directr r any rganizatin with which a directr is affiliated. Disclsure The Cmmittee shall versee the Crpratin s cmpliance with regulatins requiring that waivers f the Crpratin s Cde f Business Cnduct and Ethics and cnflicts f interests be prmptly disclsed. The Cmmittee shall versee the Crpratin s cmpliance with regulatins requiring that this charter and the Crprate Gvernance Guidelines be made available t stckhlders withut charge n the Crpratin s website. A cpy f this charter will be made available t stckhlders withut charge and n the Crpratin s website, if required under applicable rules and regulatins. The Crpratin s Annual Reprt n Frm 10-K will state that this charter and the Crprate Gvernance Guidelines are available in print t stckhlders upn request, if required under applicable rules and regulatins. Reprting t the Bard The Cmmittee shall reprt t the Bard peridically. This reprt shall include a 3

4 review f any recmmendatins r issues that arise with respect t Bard r cmmittee nminees r membership, Bard perfrmance, crprate gvernance r any ther matters that the Cmmittee deems apprpriate r is requested t be included by the Bard. The Cmmittee shall peridically review and assess the adequacy f this charter and recmmend any prpsed changes t the Bard fr apprval. The Cmmittee shall review and reprt t the Bard n the Crpratin s successin planning, including successin planning in the case f the incapacitatin, retirement r remval f the Chief Executive Officer. 4

5 Prcedures The Cmmittee shall meet as ften as it determines is apprpriate t carry ut its respnsibilities under this charter. The Chair f the Cmmittee, in cnsultatin with the ther Cmmittee members, shall determine the frequency and length f the Cmmittee meetings, shall set meeting agendas cnsistent with this charter. The Cmmittee shall peridically reprt t the Bard n significant matters discussed by the Cmmittee. Cmmittee prceedings shall cnfrm t the requirements f NASDAQ and ther applicable regulatins, as they may be amended frm time t time. The Cmmittee has the sle authrity t retain and terminate any search firm assisting the Cmmittee in identifying directr candidates, including sle authrity t apprve all such search firm s fees and ther retentin terms. In additin, the Cmmittee has the sle authrity t retain and terminate any cmpensatin cnsultant assisting the Cmmittee in the review f directr cmpensatin, including sle authrity t apprve all such cmpensatin cnsultants fees and ther retentin terms. The Cmmittee may delegate its authrity t subcmmittees r the Chair f the Cmmittee when it deems apprpriate and in the best interest f the Crpratin. 5