NACCO INDUSTRIES, INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors of NACCO Industries, Inc. (“NACCO”) and its subsidiaries (NACCO and its subsidiaries hereinafter referred to as the “Company”) (a) identifies individuals qualified to become members of the Company’s Board of Directors, consistent with criteria approved by the Board, (b) recommends to the Board nominees for the Board of Directors, (c) develops and recommends to the Board corporate governance guidelines applicable to the Company and (d) oversees the evaluation of the Board.
Qualifications. The Committee will be comprised solely of Directors of the Company. Each Committee member must satisfy the applicable independence requirements set forth in the rules of the New York Stock Exchange.
Appointment and Removal. The Board of Directors will appoint Committee members and will appoint a Chair of the Committee from among the Committee members. Each Committee member and Committee Chair will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a member of the Board of Directors.
Duties and Responsibilities
The duties and responsibilities of the Committee will include the following:
- Recommend New Director Candidates to the Board. The Committee will identify
individuals qualified to become members of the Board of Directors, and recommend
candidates to fill new or vacant Board positions. In recommending candidates, the
Committee will consider such factors as it deems appropriate, consistent with
criteria approved by the Board and the Company’s Corporate Governance
Guidelines. The Committee will also review the qualifications of, and make
recommendations to the Board regarding, director nominations submitted to the
Company, and review and evaluate any nominations by stockholders of any
candidates to the Board or, to the extent necessary, the right of any stockholder to do
- Evaluate Incumbent Directors and Make Recommendations Regarding Nominations
to the Board. The Committee will evaluate and report to the Board of Directors
whether an incumbent director should continue to serve as a director and
recommend nomination for re-election to the Board, as appropriate.
- Recommend Committee Members and Committee Chairs to the Board. The
Committee will recommend to the Board of Directors candidates for appointment to
the Company’s standing committees and chairs of such committees.
- Develop Corporate Governance Guidelines. The Committee will develop and
recommend to the Board Corporate Governance Guidelines applicable to the
Company. At least annually, the Committee will review those guidelines and
recommend changes, as appropriate.
- Oversee Evaluations of the Board’s Effectiveness. The Committee will oversee the
evaluation of the Board of Directors in accordance with the Company’s Corporate
- Board Reports. At least annually, the Committee will report its activities to the
Board of Directors in such manner and at such time as the Committee or the Board
deems appropriate. This report will include the Committee’s assessment of the
Board’s performance and procedures.
- Other Delegated Duties or Responsibilities. The Committee will perform any other
duties or responsibilities delegated to the Committee by the Board of Directors from
time to time.
The Committee will meet as frequently as necessary to carry out its responsibilities under this Charter. The Committee Chair or a majority of the Committee members may call a meeting of the Committee at any time. A majority of the members of the Committee will constitute a quorum at any meeting, and the act of a majority of the members present at a meeting at which a quorum is present will be the act of the Committee, unless a greater number is required by law, the Company’s Certificate of Incorporation or its By-Laws. Any Committee member may be excused from a meeting to permit the remaining members of the Committee to act on any matter in which such member’s participation is not appropriate, and such member’s absence will not destroy the quorum for the meeting.
Consistent with applicable laws, rules and regulations, the Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to one or more subcommittees of the Committee.
Resources and Authority
The Committee will have appropriate resources and authority to discharge its responsibilities, including, without limitation, appropriate funding in such amounts as the Committee deems necessary to compensate any consultants and any independent advisors retained by the Committee. The Committee will have the sole authority to retain and terminate search firms to assist in the identification of director candidates and the sole authority to approve the fees and other retention terms of such search firms. The Committee may also retain independent counsel and other independent advisors to assist it in carrying out its responsibilities.
At least annually, the Committee will (a) review this Charter with the Board of Directors and recommend changes to the Board and (b) evaluate its performance against the requirements of this Charter and report the results of such evaluation to the Board. The Committee will conduct its review and evaluation in such manner as it deems appropriate.
Disclosure of Charter
Consistent with New York Stock Exchange listing requirements, this Charter is included on the Company’s website and is available upon request in writing sent to the Secretary of the Company. The Company’s annual report to stockholders states that this Charter is available on the Company’s website and is available upon request in writing sent to the Secretary of the Company.