Nominating and Corporate Governance Committee Charter
The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Alterra Capital Holdings Limited (the “Company”) to: (1) identify individuals qualified to become Board members; (2) recommend to the Board individuals to serve as directors of the Company and on committees of the Board; (3) advise the Board with respect to Board composition, procedures and committees; (4)develop and recommend to the Board a set of corporate governance guidelines for the Company; (5) oversee the evaluation of the Board; (6) develop succession planning for the executive officers of the Company; and (7) have such other powers and perform such other duties as the Board may from time to time delegate to it.
The Committee shall be comprised of three or more directors, the exact number to be determined from time to time by resolution of the Board. Members of the Committee shall be appointed by the Board not less frequently than annually on the recommendation of the Committee, and may be replaced by the Board, with or without cause. The Board shall select the Chairperson of the Committee on the recommendation of the Committee. Each of the members of the Committee shall meet the independence and experience requirements of the Nasdaq Stock Market (“Nasdaq”) Listing Rules and the rules and regulations of the Securities and Exchange Commission (the “Commission”). The Board may designate one or more independent directors who meet the requirements for membership on the Committee as alternate members of the Committee who may replace any absent or disqualified member or members at any meetings of the Committee.
Committee Authority and Responsibilities
The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate; provided, however, that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.
The Committee has the authority to retain and receive appropriate funding, as determined by the Committee and at the Company’s expense, for independent counsel and other advisers as it determines necessary or appropriate to carry out its duties, and for ordinary administrative expenses that are necessary or appropriate in carrying out its duties. The Committee may conduct or authorize studies of matters within the Committee’s scope of responsibilities, and may retain, at the expense of the Company, independent counsel or other consultants necessary to assist the Committee in any such studies.
The Committee, to the extent it deems necessary or appropriate, shall:
Board Candidates and Nominees
- Establish and periodically review director qualification criteria and evaluate the suitability of potential director nominees. Such criteria shall include the possession of such experience, skills, expertise, industry knowledge and diversity so as to enhance the Board’s ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or Nasdaq listing rules. The Committee shall also consider questions of independence and possible conflicts of interest of members of the Board and executive officers, and whether a candidate has special interests or a specific agenda that would impair his or her ability to effectively represent the interests of all shareholders. The Committee shall also consider the number of other public company boards, as well as the number and type of committees, on which director candidates and nominees sit in determining eligibility for election.
- Actively identify and attract candidates for director. The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve a search firm's fees and other retention terms, such fees to be borne by the Company.
- Review potential nominees proposed by shareholders pursuant to the procedures set forth in the Company’s proxy statement and its bye-laws, management, incumbent directors or others. The Committee shall adopt procedures for the submission of recommendations by shareholders as it deems appropriate. The Committee shall have the authority to conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates.
- Recommend to the Board the director nominees for election by the shareholders, pursuant to the Bye-laws of the Company, which recommendations shall be consistent with established criteria for selecting new directors.
- Recommend to the Board the director nominees to fill any vacancies on the Board (including vacancies created by an increase in the size of the Board).
- Review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a significant change in status, including but not limited to an employment change or appointment to or removal from the board of directors (or similar body) or any board committees of another publicly held entity, and to recommend whether or not the director should be re-nominated.
- Evaluate and, if deemed necessary, recommend the termination of Board membership of any director in accordance with the Company’s Code of Business Conduct and Ethics or any corporate governance guidelines adopted by the Board for cause or for other appropriate reason.
- Review and oversee orientation programs for newly elected members of the Board and continuing director education programs and assist the Board in the implementation of such programs.
Board Composition and Procedures
- Review annually with the Board the composition of the Board as a whole and recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by Nasdaq listing rules.
- Review periodically the size of the Board and recommend to the Board any appropriate changes.
- Make recommendations on the frequency, content and structure of Board meetings.
- Make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted, including procedures with respect to the waiver by the Board of any Company rule, guideline, procedure or corporate governance guideline.
- Make recommendations to the Board regarding the size and composition of each standing committee of the Board and Chairpersons, including the identification of individuals qualified to serve as members of a committee, including the Committee, and recommend individual directors to fill any vacancy that might occur on a committee, including the Committee.
- Review periodically the composition and functions of the committees of the Board and make recommendations for any changes, including the creation and elimination of committees.
- Recommend that the Board establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise. The Committee’s power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time.
- Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company periodically review and reassess the adequacy of such guidelines and make recommendations for any proposed changes to the Board. Consider any corporate governance issues that may arise from time to time, and develop appropriate recommendations for the Board.
- Periodically review and reassess the (i) Code of Business Conduct and Ethics and (ii) Procedures and Policies Governing Securities Trading by Employees, Officers and Directors and make any recommendation for any proposed changes to the Board.
- Review requests from directors and executive officers of the Company for waivers from the Code of Business Conduct and Ethics and make recommendations to the Board with respect to such requests and review any required disclosures relating to such waivers.
- Review the adequacy of the Bye-laws of the Company and recommend to the Board, as conditions dictate, that it propose amendments to the Bye-laws for consideration by the shareholders.
- Review significant shareholder relations issues, corporate political contributions and the Company’s charitable contributions, and policies relating thereto, including procedures for communication between non-management directors and shareholders.
- Oversee the evaluation of the Board as a whole and its committees and establish procedures to allow it to exercise this oversight function.
- Review, at least annually, strategies for succession planning for the Company’s Chief Executive Officer and President and his or her direct reports.
- Consult with and support executive management concerning the identification, attraction and selection of qualified candidates for other executive positions within the Company.
- Perform such other responsibilities regarding the Company’s nominating and governance activities or other matters as the Board may delegate to the Committee from time to time.
The Committee shall meet as often as it determines, but not less frequently than semiannually. The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend all or any portion of any meeting of the Committee and to provide such pertinent information as the Committee may request, or to meet with any members of, or consultants to, the Committee.
The Committee may meet by any means permitted by law and the Company’s Bye-laws. Two of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of votes cast at a meeting at which a quorum is present. Subject to the Company’s Bye-laws, the Committee may act by unanimous written consent of all members in lieu of a meeting. The Committee shall determine its own rules and procedures, including designation of a chairperson pro tempore in the absence of the Chairperson, and designation of a secretary. The secretary need not be a member of the Committee and shall attend Committee meetings and prepare minutes. The Committee shall keep written minutes of its meetings, which shall be recorded or filed with the books and records of the Company. Any member of the Board shall be provided with copies of such Committee minutes if requested.
The Chairperson of the Committee shall be responsible for leadership of the Committee, including preparing the agenda, presiding over Committee meetings, making Committee assignments and regularly reporting the Committee’s actions to the Board.
Annual Evaluation Procedures
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually evaluate the Committee’s own performance and report to the Board the results of its evaluation.
Limitation of Committee’s Role
Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.
Adopted by the Nominating and Corporate Governance Committee and approved
by the Board of Directors on November 6, 2012.