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Director Nominating Process and Policy

  Pusuant to the Nominating and Corporate Governance Committee's responsibility to select individuals as director nominees, the following is the process and policy to be followed.  
 
  1. The Committee will utilize the "Director Qualification Criteria" established by the Committee to select the most qualified candidates.
  2. The Committee will solicit candidate recommendations from Committee members, other Directors and management.
  3. The Committee may engage the services of search firms and advisors to help the Committee identify and screen potential director nominees.
  4. The Committee will consider recommendations for director nominees made by shareholders and other sources (including self-nominees) if these individuals meet the Director Qualification Criteria. For consideration by the Committee, the submission must be sent to the Corporate Secretary's Office and include detailed background of the suggested candidate that will demonstrate how the individual meets the Director Qualification Criteria. If a candidate proposed by a shareholder or other source meets the Director Qualification Criteria, the individual will be considered on the same basis as other candidates.
  5. The Committee will assess the Board's current and anticipated strengths and needs based upon the Board's current profile and the Company's current future needs. The Committee should select candidates so that the Board has an appropriate balance of expertise or experience in accounting and finance, technology, management, international business outside of the United States, compensation, corporate governance, strategy, industry knowledge and general business matters.
  6. The Committee will screen the slate of director candidates to identify the individuals who best fit the Director Qualification Criteria and the Committee's assessment of the Board's needs.
  7. During the selection process, the Committee shall adhere to Spectrum Control's policy of maintaining an environment free from discrimination based upon race, color, religion, national origin, sex, age, disability, sexual preference or orientation, marital status or any other unlawful factor.
  8. Prior to nomination of a new director, the Committee will check the references and background on the candidate. In addition, the Committee will follow other prudent practices prior to nomination, such as interviews of the potential nominee with Board members and senior management.
  9. Based upon the results of the foregoing, the Committee will (a) recommend for election by the Board a candidate to fill a vacancy or a newly created directorship or (b) for each annual meeting, recommend for nomination by the Board a slate of directors for the election by shareholders.
 

Corporate Governance Documents
Guidelines | Code of Conduct | Audit Committee
Compensation Committee | Nominating Committee
Director Nominating Process and Policy | Director Qualification Criteria


 
 
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