The Corporate Governance Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Sharps Compliance Corp. (the "Company") to ensure that the Board is appropriately constituted to meet its fiduciary obligations to the Company and its stockholders. The Committee assists in monitoring and shaping the corporate governance of the Company and assists the Board in connection with Board nominations matters. The Committee shall periodically review and assess the adequacy of the Company's Code of Ethics and make recommendations to the Board regarding any amendments, modifications or waivers of the provisions thereof.
The Committee shall be composed of at least three members of the Board, each of whom meets the independence requirements under the applicable listing standards of the NASDAQ Stock Market and the Securities and Exchange Commission. The members who shall be elected by the Board and serve until their successors are duly appointed and qualified. The Board shall elect the members of the Committee annually. The Board shall have the power at any time to change the membership of and fill vacancies in the Committee, subject to the satisfaction of such new member(s) of the membership requirements.
The principal responsibilities and functions of the Committee are as follows:
review and make recommendations to the Board annually with respect to the composition, size and needs of the Board;
recommend criteria for Board membership, including the minimum qualifications for a nominee and the qualities and skills that the Committee believes are necessary or desirable for a Board member to possess;
lead the search in identifying individuals qualified to become Board members. Before recommending a nominee, review and conduct the appropriate and necessary inquires into the background and qualifications of possible candidates for director;
recommend a slate of director nominees for approval by the Board and election by the stockholders in connection with the Annual Meeting of Stockholders. Recommend new directors for approval and election by the Board to fill vacancies on the Board, including any newly created directorships, as needed;
review stockholder nominations for candidacy to the Board, if any and any shareholder proposals affecting corporate governance and make recommendations to the Board accordingly;
review the composition of each committee of the Board and present recommendations to the Board for committee membership annually and to fill vacancies as needed;
periodically review overall corporate governance principles, procedures and practices of the Company and make recommendations to the Board as appropriate;
periodically review and report to the Board on the effectiveness of corporate governance;
periodically review this Charter, the Company's Certificate of Incorporation, Bylaws and other corporate governance documents and recommend any changes or amendments to the Board, as the Committee deems appropriate, including changes necessary to satisfy any applicable requirements of the NASDAQ, the Securities and Exchange Commission and any other regulatory requirements;
monitor the independence of directors under all applicable rules and regulations;
review any potential conflicts of interest between the directors and the interests of the Company or its executive officers;
oversee and review the Company's processes for providing information to the Board so that the Board obtains appropriately detailed information in a timely fashion;
periodically review and assess the adequacy of the Company's Code of Ethics and make recommendations to the Board regarding any proposed modifications or waivers of such code of business conduct; and
provide a report of the Committee's activities to the full Board of Directors not less than once per year.
In addition to the responsibilities listed above, the Committee shall undertake such other duties as the Board delegates to it and perform such other activities as are consistent with this charter.
Meetings and Procedure
The Committee shall meet at least twice a year (including executive sessions at each meeting) or more often as may be deemed necessary or appropriate in its judgment, either in person or telephonically. A majority of the members of the Committee shall constitute a quorum. The Committee may act without a meeting by securing the unanimous written consent of the members of the Committee.
The Committee may invite to its meetings any Company director or other officer or other person (but such invited persons may not vote), and may exclude from its meetings any person it deems appropriate in order to carry out its responsibilities.
Parris H. Holmes, Jr. has been a director of the Company since July 1998. He previously served on the Company's Board of Directors from March 1992 until April 1996. Mr. Holmes served as Chairman of the Board and Chief Executive Officer of New Century Equity Holdings Corporation from May 1996 to June 2004. Mr. Holmes served as both Chairman of the Board and Chief Executive Officer of USLD Communications Corp., formerly U.S. Long Distance Corp. ("USLD"), from September 1986 until August 1996, and served as Chairman of the Board of USLD until June 2, 1997. Prior to March 1993, Mr. Holmes also served as President of USLD. Mr. Holmes was a member of the Board of Directors of Princeton eCom Corporation ("Princeton"), a leading provider of electronic bill presentment and payment services, from September 1998 until March 2004. Mr. Holmes served on the Board of Tanisys Technology Inc., but resigned as Chairman of the Board and a Board member in January 2002.
John W. Dalton has been a director of the Company since November 2008. Since May of 2004, Mr. Dalton has operated an investment firm, Domaine Capital Properties, where he serves as principal owner and founder. Prior to May 2004, Mr. Dalton was a Vice President of RBC Dain Rauscher, Inc. ("RBC"), a full-service brokerage and investment firm. Mr. Dalton was employed by RBC for 38 years. Mr. Dalton was a director of Cleveland Bank and Trust from 1976 to 1980. In 1982 Mr. Dalton was appointed by the then Governor of the State of Texas to the Texas Motor Vehicle Commission where he served in various roles including Chairman in 1987.
F. Gardner Parker has been a director of the Company since February 2003, served as the Company's Lead Independent Director from November 2008 through November 2010 and served as the non-executive Chairman of the Board from November 2010 to November 2016. Mr. Parker serves on the board of directors of two other public companies, including: Camden Property Trust and Carrizo Oil & Gas. In the past, Mr. Parker served on the boards of Crown Resources, Blue Dolphin Energy Company, Hercules Offshore, Pinnacle Oil & Gas and Triangle Petroleum Corporation. Mr. Parker is NACD Board Certified. He began his career with Ernst & Young where he served as a partner.