The Corporate Governance & Nominating Committee (the “Committee”) shall provide assistance to the Board of Directors of Hanger, Inc. (the “Company”) by engaging in the following activities, each of which is described in further detail below:
The Committee shall be comprised of at least three members of the Board of Directors, each of whom is determined by the Board of Directors to be “independent” in accordance with the rules of the New York Stock Exchange, Inc. (the “NYSE”) as well as other applicable laws, regulations and rules.
The members of the Committee shall be appointed by the Board of Directors annually or as necessary to fill vacancies. Each member shall serve until his or her successor is duly elected and qualified or until such member’s earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.
The Chairperson of the Committee shall be appointed by the Board of Directors in consultation with the Chairman of the Board of Directors. The Chairperson will chair all regular sessions of the Committee and, in consultation with the Chairman of the Board of Directors, set the agenda, frequency and length of the meetings of the Committee.
The Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Committee may invite to its meetings any officer, employee or director of the Company and such other persons as it deems appropriate in order to carry out its responsibilities.
The Committee believes the policies and procedures by which it carries out its responsibilities should remain flexible, to best react to changing conditions and to be in the best position to ensure to the Board of Directors and stockholders of the Company that the Company’s governance principles, procedures and practices continue to assist the Board of Directors and the Company’s management to effectively and efficiently promote the best interests of the Company’s stockholders. In furtherance of its purpose, the Committee shall have the following responsibilities and duties:
Recommendations Relating to the Selection of Director Candidates, Director Independence and Related Person Transactions
Committee Selection and Composition
Continuity/Succession Planning Process1. The Committee shall oversee and approve the Chief Executive Officer continuity planning process in consultation with the Board of Directors, to address both succession in the ordinary course of business and contingency planning in the case of unexpected events. In this regard, the Committee shall review and evaluate the succession plan relating to the Chief Executive Officer and make recommendations to the Board of Directors with respect thereto. Review and Reporting
Stockholders and Stock Ownership
Code of Business Conduct and EthicsThe Committee shall periodically review the Company’s Code of Business Conduct and Ethics and take such actions as the Committee deems necessary or appropriate.
The Committee shall have the authority to delegate any of its responsibilities to a subcommittee of the Committee.
The Committee shall have the power and authority to conduct or authorize studies and investigations into any matter of interest or concern within the scope of its responsibilities that the Committee deems appropriate, and shall have the sole authority to retain independent counsel, consultants or other experts to assist in the conduct of any such study or investigation, including the authority to approve fees payable to such experts and any other terms of retention.
The Committee shall review and evaluate, at least annually, the performance of the Committee, including reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.Last revised: February 4, 2016