I. Purpose of the Committee
The Nominating and Corporate Governance Committee (the “Committee”
) shall report to and assist the Board of Directors (the “Board”
) of Fossil Group, Inc. (the “Company”
). The purpose of the Committee shall be to:
- identify qualified individuals for membership on the Board;
- recommend to the Board the director nominees for the next annual meeting of stockholders;
- develop and review the Company’s Corporate Governance Guidelines (the “Guidelines”) on an annual basis and recommend to the Board any changes deemed necessary or desirable; and
- oversee the corporate governance affairs of the Board and the Company.
II. Composition of the Committee
The Committee shall be appointed by the Board and shall be comprised of at least two (2) members. Each Committee member must be “independent” in accordance with applicable law, including the rules and regulations of the Securities and Exchange Commission (the “SEC”
) and the requirements of the listing standards of the Nasdaq Stock Market. The Board shall either designate one member of the Committee as chairperson (the “Chairperson”
) or delegate the authority to designate a chairperson to the Committee. Members of the Committee shall be appointed by the Board upon the recommendation of a majority of the independent directors and may be removed by the Board in its discretion.
III. Meetings of the Committee
The Committee shall meet as often as it determines, but no less than four (4) times each year, either in person or telephonically, and at such times and places as the Committee shall determine. A majority of the members of the Committee present in person or by telephone shall constitute a quorum. The Chairperson of the Committee may call meetings of the Committee. The Chairperson, in consultation with the Committee members and members of management, will determine the frequency and length of Committee meetings and develop the Committee’s agenda. The Committee shall maintain written minutes of its meetings, which will be filed with the meeting minutes of the Board.
IV. Responsibilities and Duties of the Committee
- Criteria for Nomination to the Board: The Committee shall evaluate candidates for election to the Board consistent with criteria approved by the Board. The Committee shall review, from time to time, such criteria for nomination, including the appropriate skills and characteristics required of Board members and recommend any proposed changes to the Board for approval.
- Nomination of Directors: The Committee shall annually consider the size, composition and needs of the Board and recommend any changes to the size and composition to the Board. The Committee shall consider and recommend candidates for membership on the Board. The Committee shall recommend to the Board each year the director nominees for election at the next annual meeting of stockholders. Upon the recommendation of the Committee, the Board may appoint a director to the Board during the course of the year to fill vacancies on the Board and newly created directorships to serve until the next annual meeting of stockholders. The Committee shall assist in identifying, interviewing and recruiting candidates for the Board. Before recommending an incumbent, replacement or additional director, the Committee shall review his or her qualifications, including capability, availability to serve, conflicts of interest and other relevant factors. In determining whether to recommend a director for re-election, the Committee also shall consider the director's past attendance at meetings, participation in and contributions to the activities of the Board, and the results of the most recent Board self-evaluation.
- Director Resignation: The Committee shall consider, in accordance with the Guidelines, any resignation tendered to the Board by a director and recommend to the Board whether to accept such resignation.
- Stockholder Recommendations: The Committee shall have the authority to establish policies and procedures for the evaluation of candidates for election to the Board put forth by the Company’s stockholders. The Committee shall review and evaluate all candidates submitted by the Company’s stockholders.
- Committees of the Board: The Committee shall review annually the purpose of the committees of the Board, recommend to the Board any changes deemed necessary or desirable to the purpose of the committees and whether any committees should be created or discontinued, and recommend to the Board the directors and chairperson to be appointed to each committee. Committee chairpersons should be rotated every four (4) years, unless the Board determines that it is in the best interest of the Company to maintain an individual director’s status as chairperson of a particular committee beyond such four (4) year period.
- Corporate Governance Guidelines: The Committee shall develop and recommend to the Board for approval a set of corporate governance guidelines for the Company. The Committee shall review the Guidelines on an annual basis and recommend to the Board any changes deemed necessary or desirable. The Committee shall also have oversight of the corporate governance affairs of the Company and shall review annually the corporate governance practices and policies of the Company.
- Evaluation Process: The Committee shall develop and recommend to the Board an annual performance self-evaluation process for the Board and its committees. The Committee shall oversee the process that the Board and its committees use to conduct annual performance evaluations. The Lead Independent Director and the Chairperson of the Compensation Committee shall conduct a review of the performance of the CEO at least annually and shall communicate the results of the Committee’s review to the CEO.
- Self-Evaluation: On an annual basis, the Committee shall conduct a self-evaluation of its performance in fulfilling its duties and responsibilities under this Charter.
- Conflicts of Interest: The Committee shall review any possible conflicts of interest of the Board members, as such conflicts arise.
- Reports to the Board: The Committee shall report regularly to the Board on its meetings and review with the Board significant issues and concerns that arise at meetings of the Committee.
- Director Orientation: The Committee shall review and recommend, as appropriate, director orientation and continuing orientation programs for members of the Board.
- Succession Planning: The Committee shall review at least annually the succession plans relating to the positions of Chairman and Chief Executive Officer (the “CEO”). The Lead Independent Director shall be responsible for soliciting from the Board recommendations for the Company’s CEO and Chairman positions and shall present to the Board the Committee’s recommendations for the CEO and Chairman positions.
- Charter Review: On an annual basis, the Committee shall review the adequacy of this Charter, and recommend to the Board any modifications or changes hereto for approval by the Board.
- Non-employee Director Compensation: The Committee shall have the responsibility for recommending to the Board compensation and benefits for non-employee directors. Non-employee director compensation will be set at a level that is consistent with market practice, taking into account the size and scope of the Company's business and the responsibilities of its directors. The compensation and benefits for non-employee directors shall be reviewed by the Committee annually.
- Stock Ownership: The Committee shall oversee and at least annually review compliance with stock ownership guidelines for directors of the Company
- Shareholder engagement:Periodically review and assess the Company’s shareholder engagement process
- ESG: Review the Company’s activities and practices regarding environmental, social, and related governance matters that are significant to the Company and review the Company’s philanthropic activities
V. Additional Authority of the Committee
The Committee shall have the authority to delegate any of its responsibilities to subcommittees, consisting solely of independent directors of one or more members of the Committee, as the Committee may deem appropriate in its discretion. The Committee shall have authority to retain outside counsel, executive search firms and other advisors as the Committee may deem appropriate in the conduct of its duties and responsibilities under this Charter. The Committee shall have sole authority to approve related fees and retention terms and shall receive funding for these appointments and ordinary administrative expenses from the Company.