Nominating and Corporate Governance Committee Charter

I. Purpose

The Committee assists the Board in identifying qualified director candidates, recommending Board and committee composition, overseeing governance policies and evaluations, monitoring director independence and conflicts, and supporting succession.

II. Composition

The Committee will consist of at least two directors when Board size permits, a majority of whom should be independent under Board-adopted criteria. The Board appoints and may remove members and the Chair. If the Board is too small to form a separate committee, the disinterested Board members may perform these responsibilities.

III. Meetings and authority

The Committee will meet at least twice annually and as needed. A majority constitutes a quorum. It may retain search firms, counsel, and advisers at Company expense and access records and personnel. It may delegate defined tasks to a subcommittee but will report to the Board.

IV. Director nominations and composition

• Maintain a Board skills and experience matrix aligned to the Company's strategy and international operating risks.
• Identify and evaluate candidates using integrity, judgment, expertise, availability, independence, conflicts, reputation, diversity, and strategic fit.
• Conduct proportionate background, sanctions, litigation, bankruptcy, qualification, and reference checks with required consent and lawful handling of personal information.
• Recommend nominees for stockholder election and candidates to fill vacancies consistent with the DGCL, Certificate, Bylaws, and stockholder rights.
• Review Board size, leadership, committee structure, succession, and individual changes in circumstance.

V. Governance oversight

• Develop and recommend governance guidelines, committee charters, and Board policies.
• Review consistency among the Certificate, Bylaws, governance documents, stockholder agreements, and delegated authorities.
• Oversee Board, committee, Chair, and director evaluations and track agreed improvements.
• Review director orientation and continuing education.
• Monitor independence, conflicts, related-party procedures, and service on other boards.
• Advise the Board before changes in public-company, exchange-listing, financing, or ownership status.

VI. Stockholder nominations and communications

The Committee will consider properly submitted candidates and communications under the Bylaws and Stockholder Communications Policy without limiting statutory or contractual stockholder rights.

VII. Reporting and evaluation

The Chair will report to the Board after meetings. Minutes will be maintained. The Committee will annually review its performance, membership, and Charter.