The purpose of the Nominating and Corporate Governance Committee (the "Committee") is to assist the full
Board of Directors (the "Board") in fulfilling its responsibilities to assure that Patriot Capital
Funding, Inc. (the "Company") is governed in a manner consistent with the interests of the
stockholders of the Company and in compliance with applicable laws, regulations, rules and
orders. Without limiting the foregoing, the Committee
shall advise the Board with respect to: (a) Board organization, membership and function; (b)
committee structure, membership and operations (including the advisability of allowing any committee to delegate to subcommittees); (c) succession planning for the executive officers of the Company; and (d)
matters relating to corporate governance.
Membership Requirements
The Committee shall be comprised of that
number of Directors as the Board shall determine from time to time, such number
not to be less than three (3). The members of the Committee, including any alternate member designated by the Board (the "Alternate Member"), shall meet the independence and experience requirements of the Nasdaq as well as applicable regulations, rules and orders of the Securities and Exchange
Commission (the "SEC"). The members of the Committee, including the Chair thereof, shall be appointed annually by the Board.
Meetings
The Committee shall meet as often as it
determines to be appropriate, but not less frequently than once a year. Meetings may be called
by the Chair of the Committee or the Chair of the Board. All meetings of and other actions by the Committee shall be held or otherwise taken pursuant to the Company's Restated Bylaws, including bylaw
provisions governing notices of meetings, waivers thereof, the number of Committee members required to take actions at meetings or by written
consent, and other related matters.
Unless otherwise authorized by an amendment to this Charter or as provided in the
Bylaws of the Company, the Committee shall not delegate any of its authority to any subcommittee.
Reports of meetings of and/or actions taken by the Committee (whether at a meeting or by consent) from time to time shall
be made by the Chair of the Committee (or
by his or her delegate) to the full Board. In addition, the Chair of the
Committee (or his or her delegate) shall be
available from time to time to answer any questions that the other Directors may have
regarding the matters considered and actions taken by the Committee.
Responsibilities
The following are the general responsibilities of the Committee and are set forth only for its guidance. The Committee, however, may diverge from these responsibilities and/or may assume such other responsibilities as the Board may delegate from time to time and/or as the Committee may deem necessary or appropriate from
time to time in performing its functions in accordance with the Restated Bylaws and other governance documents of the Company and in accordance with applicable law. The Committee shall:
Board of Directors
Evaluate periodically the size and composition of the Board.
Evaluate each new Director candidate and each incumbent Director in accordance with any general and specific qualifications, experience and characteristics which may have been approved by the Board or determined by the Committee from time to time. Such qualifications should reflect a candidate's integrity, business ethics, strength of character, judgment, experience, availability and independence.
Seek to identify potential Director candidates to fill open positions, created either by vacancies, retirements, resignations, expansion of Board size or otherwise, including those nominated by shareholders. The Committee may retain any search firm to identify Director candidates, as deemed appropriate.
Recommend to the Board the candidates for Director to be
recommended by the Board for election at each annual meeting of
stockholders and to be added to the Board at any other times as necessary.
Annually assess the performance of the Board through solicitation
of comments from all Board members. The Committee shall report annually
to the Board on its assessment of the Board's performance.
Board Committees
Annually review and reassess the performance, operations and
charter of each standing or ad hoc committee of the Board
(including any authority of a committee to delegate to a subcommittee) and
the performance of each committee member and recommend any changes
considered appropriate in the operations, charter, membership or
composition of each committee.
Corporate Governance/Other Matters
Monitor and make recommendations to the Board on matters of
Company policies and practices relating to corporate governance.
Assist the Board in evaluating the performance of and other
factors relating to the retention of the Chief Executive Officer,
and if applicable, in identifying and recommending a successor
to the Chief Executive Officer of the Company.
Assist the Board in evaluating the performance of the
Chairman of the Board and in identifying and recommending a
successor to the Chairman of the Board. If a member of the
Committee is being considered for the position of the Chairman
of the Board, such member (the "Recused Member) shall recuse
himself or herself from the deliberations relating thereto and
voting thereon. In such event, the Alternate Member shall
participate in the Committee's deliberations relating thereto
and voting thereon.
Perform such other duties and responsibilities as may be
assigned to the Committee, from time to time, by the Board of
the Company and/or the Chairman of the Board, or as designated
in Company documents.
Additional Resources
Subject to the approval of the Board, the Committee shall have the right
to use reasonable amounts of time of the Company's independent accountants,
outside lawyers and other internal staff and also shall have the right to
hire independent experts, lawyers and other consultants to assist and advise
the Committee in connection with its responsibilities. The Committee shall
keep the Company's Chief Financial Officer advised as to the general range
of anticipated expenses for outside consultants, and shall obtain the
concurrence of the Board in advance for any expenditures.
Disclosure of Charter
This charter will be made available on the Company's website at "www.pat-cap.com."
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