The Buckle, Inc. Nominating and Corporate Governance Committee Charter
This Nominating and Corporate Governance Committee ("Committee") Charter was adopted by the Board of Directors ("Board") of The Buckle, Inc. (the "Company") on December 12, 2005 and updated on March 19, 2012.
The purpose of the Nominating and Corporate Governance Committee is:
- to identify qualified individuals for membership on the Company's Board;
- to recommend to the Board the nominees for election to the Board at the next annual meeting of Stockholders; and
- to act on behalf of and with the concurrence of the Board with respect to the Board's governance responsibilities.
Membership of the Committee
The Nominating and Corporate Governance Committee:
- shall consist of not less than three members of the Board, the exact number to be established by the Board from time to time;
- shall consist solely of individuals who meet the independence standards set forth in Securities and Exchange Commission rules, and in the listing standards of the New York Stock Exchange; and
- The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and shall serve until their successors shall be duly elected and qualified. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
Responsibilities and Duties
- To fulfill its responsibilities and duties the Committee shall: Establish general criteria for identifying and selecting individuals who may be nominated for election to the Board, which criteria shall reflect, at a minimum, all applicable laws, rules, regulations and listing standards applicable to the Company, and include, without limitation, a potential candidate's experience, areas of expertise, and other factors relative to the overall composition of the Board.
- Annually review the size, composition, and needs of the Board, and make recommendations to the Board.
- Recommend to the Board the Director nominees for election at the next annual meeting of Stockholders.
- Consider and recommend candidates for appointment to the Board, to the extent vacancies arise between annual meetings of Stockholders.
- Consider Director candidates submitted by Stockholders, in accordance with guidelines developed by the Nominating Committee.
- Review and assess the adequacy of the Committee charter annually, requesting Board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation.
- Review the Company's Corporate Governance Guidelines and recommend to the Board any modifications the Committee deems appropriate.
- Annually evaluate the performance of the Company's Chief Executive Officer. Annually oversee evaluation of the performance of the Board and its committees. The Committee Chairperson shall provide an oral report with respect to this performance to the members of the Board, together with recommended performance enhancements.
- Annually review and approve the Corporate Governance information to be included in the Proxy Statement.
- Annually review Committee member compliance with applicable independence rules and regulations.
- Conduct an annual evaluation of the Nominating and Corporate Governance Committee's own performance.
- Approve Corporate Governance information to be included in the Proxy Statement.
Meetings of the Committee
The Committee shall meet as often as necessary to carry out its responsibilities, but not less than once each year. At the discretion of the chairperson of the Committee (but at least once each year), the members of the Committee shall meet in executive session, without any members of management present.
Additional Authority of the Committee
The Committee shall have the authority to do the following, in its discretion, to the extent it deems appropriate in carrying out its duties under this Charter:
- delegate any of its responsibilities to a subcommittee or subcommittees; and
- retain outside counsel and other advisors.
The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
The Committee will report to the Board on a periodic basis and make such recommendations with respect to any of the above matters as the Committee deems necessary or appropriate.
Members of the Committee shall receive such fees, if any, for their service as Committee members as may be determined by the Board in its sole discretion. Fees may be paid in such form of consideration as is determined by the Board.