Nominating Committee Charter
The Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Hollywood Media Corp. (the "Company") shall consist of two or more independent directors, who neither are officers or employees of the Company or its subsidiaries nor have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who are otherwise "independent" under the applicable rules of the Nasdaq Stock Market and the Securities and Exchange Commission.
Appointment and Removal
The members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly appointed and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board. The Board may fill any vacancies on the Committee.
Committee Purpose and Responsibilities
The Committee shall have the following purpose, authority and responsibilities:
- From time to time, if and when the need or request arises for the Company to fill a vacancy on the Board or otherwise to review, evaluate, select and/or nominate a person or persons for election or appointment to the Board, whether at the request of the Board or upon this Committee's own volition or in such events contemplated herein or other necessity, the Committee is authorized to identify and evaluate individuals believed to be qualified to become (or to be reelected as) Board members, consistent with criteria contemplated below, and to select, or recommend to the Board, the nominees to stand for election as directors at the annual meeting of shareholders or, if applicable, at a special meeting of shareholders. In the case of a vacancy on the Board of Directors (including a vacancy created by an increase in the size of the Board), the Committee shall endeavor to identify, evaluate and to recommend to the Board (but not if and during the time when the Board has determined to let the vacancy remain outstanding) a qualified individual to fill such vacancy either through appointment by the Board or through election by shareholders.
In selecting or recommending candidates for the Board, the Committee shall take into consideration the criteria contemplated below and as otherwise specified by the Board and such factors as the Committee deems appropriate (including qualifications designated in the Company's proxy statement if applicable but subject to subsequent modification). These factors may include judgment and business experience with businesses and other organizations; ability to comprehend, develop and formulate plans to achieve strategic and other business and organizational goals; time availability for participation at Board of Directors and Committee meetings; other knowledge and skills relevant to effective functioning of the Board of Directors and its committees; the ability to satisfy the criteria for independence and/or financial expertise established by the Securities and Exchange Commission and Nasdaq; the history of the candidate in conducting his/her personal and professional affairs and such other factors and qualifications as the Committee may deem appropriate.
The Committee shall consider all candidates recommended by the Company's shareholders (subject to practical limitations in the event of numerous candidates or other relevant circumstances) in accordance with procedures as may from time to time be established or modified by the Board and/or this Committee (including procedures set forth in the Company's proxy statement if applicable but subject to subsequent modification). The Committee may consider candidates proposed by the Board or any director or executive officer of the Company.
- Assist management as requested in the preparation or review of the disclosures in the Company's annual proxy statement, which assistance shall include in any event the Committee's review of disclosures regarding the operations of the Committee.
- Report to the Board from time to time in the Committee's discretion or as requested by the Board, but not less than once per year, and propose any necessary or recommended actions.
- Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination of Board and committee members, or for other purposes as may be delegated to the Committee from time to time by the Board.
Committee Structure and Operations
The Committee may designate one member of the Committee as its chairperson. If appointed the chairperson shall chair meetings of the Committee and set the agendas for Committee meetings. The Committee shall meet in person or telephonically at least once a year, and more frequently as may be necessary or requested by the Board, and any meetings may take place in conjunction with regularly scheduled meetings of the Board or other committees or at regularly scheduled times and places as may be determined. Committee actions may also be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson.
The Committee may invite to its meetings any director, member of management or other person as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, which may include consultants or search firms used to identify director candidates, in any case without the necessity of seeking approval of the Board or management (although such approval and/or other coordination by or with the Board or management may be sought in the Committee's discretion as it may deem helpful or otherwise appropriate in any case).
Annual Review of Charter; Amendment of Charter
The Committee shall review and reassess the adequacy of this Charter annually and may recommend any proposed changes to the Board for approval. This Charter may be amended with a majority vote of the independent directors of the Board of Directors.
Adopted October 2004