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Nominating & Governance Committee Charter


PURPOSE

The purpose of the Nominating & Governance Committee (the "Committee") is to:

  • assist the Board of Directors (the "Board") by identifying individuals qualified to become board members and to recommend to the Board the director nominees;
  • recommend to the Board nominees for each committee of the Board;
  • develop and recommend to the Board the corporate governance guidelines applicable to enherent Corp. (the "Corporation");
  • lead the Board in its annual review of the Board's performance; and
  • make recommendations to the Board regarding the compensation of non management directors.

 

COMPOSITION OF THE COMMITTEE

The Committee shall consist of a minimum of three directors and a majority of such directors shall meet the independence requirements of the New York Stock Exchange. The Chief Executive Officer shall attend meetings of the Committee whenever the Committee is meeting to consider corporate governance issues. The Committee members will be designated by the Board and may be removed by the Board in its discretion. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.


AUTHORITY AND RESPONSIBILITIES

  1. The Committee shall take a leadership role in identifying individuals qualified to become members of the Board and to select director nominees to be presented for shareholder approval at the annual meeting and, in the event of a vacancy on the Board, select director nominees to be presented for Board approval to fill the vacancy.
  2. The Committee shall recommend individuals as director nominees based on their business and professional accomplishments, integrity, demonstrated ability to make independent analytical inquiries, ability to understand the Corporation's business and willingness to devote the necessary time to Board duties.
  3. The Committee shall make recommendations to the Board regarding the size and composition of the Board.
  4. The Committee shall, from time to time and in conjunction with the Chief Executive Officer, review and propose to the Board compensation levels for the non-employee directors, including annual retainers, incentive compensation and awards under the Corporation's stock incentive plan.
  5. The Committee shall review the Board's committee structure and recommend to the Board for its approval directors to serve as members of each committee. The Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.
  6. The Committee shall have the authority to retain and terminate any search firm to assist in identifying director candidates, and to retain other outside advisors as it deems necessary or appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.
  7. The Committee shall oversee the evaluation of the Board and management.
  8. The Committee shall review and assess the adequacy of the corporate governance guidelines of the Corporation and recommend any proposed changes to the Board.
  9. The Committee shall annually review and assess the independence of the individual directors in light of the requirements of the New York Stock Exchange and recommend any changes to the Board.
  10. The Committee shall annually review and assess any questions regarding potential conflicts of interest and shall suggest any action that it deems necessary or appropriate.
  11. The Committee shall maintain procedures for interested parties to communicate directly with the non-employee members of the Board.
  12. The Committee shall report its activities to the full Board on a regular basis and make such recommendations with respect to the matters addressed in this Charter and other matters as the Committee may deem necessary or appropriate.
  13. The Committee shall review shareholder communications addressed to the Board and forwarded by the Corporate Secretary, assess any issues contained therein and suggest any action it deems necessary or appropriate to address such issues.
  14. The Committee shall review and assess the adequacy of this Charter at least annually and recommend any changes to the Board.
  15. The Committee shall annually evaluate the Committee's own performance.
  16. The Committee shall perform such other functions as assigned by law, the Corporation's Certificate of Incorporation or Bylaws, or the Board.

This Charter was adopted as of April 22, 2005.