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The Nominating Committee Charter
The purpose of the Nominating
Committee of the Board of Directors (the ”Board”) of
Full House Resorts, Inc., a Delaware corporation (the “Company”)
shall be to, in consultation with the Chief Executive Officer (CEO),
propose, nominate and approve director nominees for election by
the stockholders and for appointment by the Board to fill vacancies.
- COMMITTEE MEMBERSHIP AND ORGANIZATION
- The Nominating Committee shall be comprised
of no fewer than two (2) members, each of whom are members of
the Board.
- The members of the Nominating Committee
shall meet the applicable independence requirements of the American
Stock Exchange.
- The members of the Nominating Committee
shall be appointed and may be replaced at any time by the Board.
III. COMMITTEE RESPONSIBILITIES
AND AUTHORITY
The responsibilities of the
Nominating Committee include:
- Determine periodically, as appropriate,
desired Board qualifications, expertise and characteristics,
including such factors as business experience and skills and
knowledge with respect to gaming, finance, marketing, financial
reporting and any other areas as may be expected to contribute
to an effective Board.
- Periodically determine, as appropriate,
whether there are any specific, minimum qualifications that
the Nominating Committee believes must be met by a nominee approved
by the Nominating
- Committee for a position on the Board and
whether there are any specific qualities or skills that the
- Nominating Committee believes are necessary
for one or more directors to possess.
- Conduct searches for potential Board members
with corresponding attributes as needed.
- Evaluate, propose and approve nominees
for election or appointment to the Board.
- Consider, evaluate and, as applicable,
propose and approve, stockholder nominees for election to the
Board.
- In performing its duties, the Nominating
Committee shall have the authority to retain, compensate and
terminate any search firm to be used to identify director candidates.
- Form and delegate authority to subcommittees
when appropriate.
- Evaluate and make recommendations to the
Board concerning the appointment of directors to Board committees,
the selection of Board committee chairs, and proposal of the
Board slate for election.
- Report to the Board on major items covered
in Nominating Committee meetings.
- Review and re-examine this Charter periodically,
as appropriate, and make recommendations to the Board for any
proposed changes.
- Periodically review and evaluate, as appropriate,
the performance of the Nominating Committee.
- In performing its responsibilities, the
Nominating Committee shall have the authority to engage and
obtain advice, reports or opinions from internal or external
counsel and expert advisors.
- Consider and/or adopt a policy regarding
the consideration of candidates for the Board recommended by
stockholders, including, if adopted, procedures to be followed
by stockholders in submitting recommendations.
- The Nominating Committee shall review the
disclosure in the Company's proxy statement for its annual meeting
of stockholders and shall inform management whether there are
any changes that are necessary or appropriate with respect to
disclosure in the proxy statement regarding: (i) the Nominating
Committee's process for identifying and evaluating nominees
for director, including nominees recommended by security holders;
(ii) any minimum qualifications that the Nominating Committee
believes must be met by nominees recommended by the Nominating
Committee; (iii) any specific qualities or skills that the Nominating
Committee believes are necessary for one or more of the Company's
directors to possess; (iv) the procedures to be followed by
security holders in submitting director recommendations; and
(v) the policy of the Nominating Committee with regard to the
consideration of director candidates recommended by security
holders.
- Perform such other activities consistent
with this Charter, the Company's Bylaws and governing law as
the Nominating Committee or the Board deems necessary or appropriate.
The Nominating Committee shall
meet periodically as necessary to act upon any matter within its
jurisdiction.
The Nominating Committee shall
maintain written minutes of its meetings, which minutes will be
filed with the minutes of the meetings of the Board.
The Nominating Committee will
provide written reports to the Board from time to time as appropriate |