CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF INTERNET BUSINESS TRADER (IBT) Inc.
THE "IBT" NETWORK
Purpose
The primary purpose of the Audit Committee (the “Committee”) of the Board of Directors of
INTERNET BUSINESS TRADER (IBT) Inc. (the “Company”) is to have direct responsibility to:
• assist the Board in fulfilling its oversight responsibilities relating to
(1) the Company’s accounting and financial reporting processes and the integrity of its financial statements;
(2) the audits of the Company’s financial statements and the appointment, compensation, qualifications, independence and performance of
the Company’s independent auditor;
(3) the Company’s compliance with legal and regulatory requirements; and
(4) the performance of the Company’s internal audit function and internal control over financial reporting;
• serve as an independent and objective party to monitor the Company’s financial reporting process and internal control system;
• review and appraise the audit efforts of the Company’s independent auditor;
• provide an open avenue of communication among the independent auditor, financial and senior management, the internal audit function,
and the Board of Directors; and
• prepare the report required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s
Annual Proxy Statement.
In carrying out its responsibilities, the Audit Committee should pay particular attention to the special issues posed by the unique nature of the
Company’s consumer financial services business.
Composition
Members
The Committee shall consist of three (3) or more directors as determined by the Board.
The Board shall designate a Committee member as the Chair of the Committee.
Independence
Each Committee member shall meet the independence requirements as defined in
(1) the applicable SEC rules and regulations, as amended from time to time (the “SEC Rules”),and
(2) the New York Stock Exchange listing standards, as amended from time to time (the“Listing Standards”).
Other Requirements
Each Committee member shall meet the financial acumen and experience requirements of the Listing Standards.
Rules
No Committee member shall simultaneously serve on the audit committees of more than two other public companies.
Appointment
Subject to any requirements of the SEC Rules and the Listing Standards, the Board may appoint and remove Committee members
in accordance with the Company’s Bylaws.
Committee members shall serve until their successors are duly elected and qualified.
Authority
The Committee shall have the authority to consult with independent legal counsel, accounting firms or other consultants or
advisors to advise the Committee as circumstances may dictate.
The Committee shall have the authority to approve the terms of engagement of, fees payable to and any agreements with such outside advisors.
The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting
of the Committee or to meet with any members of, or consultants to, the Committee.
The Committee may also meet with the Company’s investment bankers or other financial advisors who represent or advise the Company.
The Company will provide for appropriate funding, as determined by the Committee, for payment of (1) compensation to the independent
auditor for its audit and auditrelated review and attest services;
(2) compensation to any advisers engaged by the Committee; and
(3) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
Meetings - Reports & Resources
Meetings
The Committee shall hold regular meetings at least five times annually, and may also hold special meetings or act by unanimous written consent at
such other times as may be required or deemed appropriate by the Committee or as may be permitted under the Company’s Bylaws.
As part of its job to foster open communication, the Committee shall meet at least annually with management, the independent auditor, and the
head of the internal audit function in separate executive sessions to discuss any matters that the Committee or either of these groups believe should
be discussed privately.
The Committee may meet in separate executive sessions with other directors without management, or in separate sessions with the
Company’s Chief Executive Officer or Chief Financial Officer, or with other Company employees, agents or representatives invited by the
Committee. In consultation with other members of the Committee, the Chair of the Committee shall set the agenda to be addressed at each
meeting and the length of such meeting.
The Chair of the Committee shall ensure that each meeting agenda is circulated to each Committee member in advance of the meeting.
Procedures
The Committee may establish its own procedures, including the formation and delegation of authority to subcommittees, in a manner not
inconsistent with this Charter, the Company’s Bylaws and other corporate governance documents, applicable laws or regulations, or the Listing Standards.
The Chair of the Committee or a majority of the Committee members may call meetings of the Committee.
A majority of the Committee members shall constitute a quorum for the transaction of Committee business, and the vote of a majority of the
Committee members present at a meeting at which a quorum is present shall be the act of the Committee, unless in either case a greater number is
required by this Charter, the Company’s Bylaws or the Listing Standards.
The Committee shall keep written minutes of its meetings and deliver copies
of the minutes to the corporate secretary for inclusion in the corporate records.
Reports
The Committee shall report to the Board annually the results of the annual review by the Committee of its own performance.
The Committee shall also provide to the Board at an appropriate time, before the preparation of the Company’s proxy statement for its
Annual Meeting, the report of the Committee that must be included in the Company’s annual proxy statement. The Committee shall further
report to the Board on the major items covered by the Committee at each Committee meeting, and provide additional reports to the
Board as the Committee may determine to be appropriate.
Committee Access & Information
The Committee is at all times authorized to have direct, independent and confidential access to the Company’s other directors,
management and personnel to carry out the Committee’s purposes.
Reliance on Others
Nothing in this Charter is intended to preclude or impair any protection provided under law for good faith reliance by
members of the Committee on reports or other information provided by others.
Duties & Responsibilities
Financial Reporting and Financial Statements
The Committee shall:
• Review and discuss with management and the independent auditor the Company’s
annual audited financial statements and any other financial information submitted to the Securities and Exchange Commission or the
public, including any certification, report, opinion, or review rendered by the independent auditor as well as the adequacy of internal controls
that could significantly affect the Company’s financial statements, and including a discussion of the Company’s disclosures under
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
• Establish regular and separate reporting to the Committee by each of management and the independent auditor regarding any significant
financial reporting issues and judgments made in management's preparation of the financial statements and the view of each as to the
appropriateness of such judgments, including an analysis of the effect of alternative GAAP methods on the Company’s financial statements.
• Review with management and the independent auditor the effect of regulatory and accounting initiatives on the Company’s financial statements.
• Review and discuss with management and the independent auditor the Company’s quarterly financial statements prior to the release
of quarterly earnings and prior to their filing with the Securities and Exchange Commission, including the results of the independent
auditors’ reviews of the quarterly financial statements, and including a discussion of the Company’s disclosures under
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
• Discuss the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.
• Consider and approve, if appropriate, recommended changes to the Company’s accounting principles. Consider major changes to the
Company’s accounting practices as suggested by the independent auditor, internal auditors or management, and review the extent to which
such changes have been implemented.
• Solicit from the independent auditor its views, if any, about the adequacy of the scope and procedures of the Company’s internal audit function
and the integrity of the Company’s financial reporting process based on the facts and circumstances it may have encountered in the course and
scope of its work.
• Meet at least quarterly with the management, the senior internal auditing executive and the independent auditor in separate sessions to
review, among other things, the accounting principles as applied in its financial reporting and any matters that the Audit Committee believes
should be discussed privately.
Independent Auditor Relationship
The Committee shall:
• Have the sole authority to appoint or replace the independent auditor (subject to shareholder ratification) and the independent auditor shall
report directly to the Audit Committee.
• Be directly responsible for the compensation and oversight of the work of the independent auditor for the purpose of preparing or issuing
an audit report or performing other audit, review or attest services.
• Review the experience and qualifications of the senior members of the independent auditor team (with particular emphasis on the lead partner)
and the quality control procedures of the independent auditor. For that purpose, the Committee must obtain and review, at least annually,
a report by the independent auditors describing:
(a) the firm’s internal quality-control procedures; and
(b) any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm or by any inquiry or
investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried
out by the firm, and any steps taken to deal with any such issues.
• Ensure the rotation of the audit partners as required by law and consider whether, in order to assure continuing auditor independence,
it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.
• Approve the retention of the independent auditor for audit and non-audit services in accordance with the pre-approval policies and
procedures established by the Committee.
• On a periodic basis, obtain from the independent auditor the letter required by the Independence Standards Board (ISB) Standard No. 1,
as may be modified or supplemented, and discuss with the independent auditor all relationships between the independent auditor and the Company.
• Evaluate, together with the Board, the performance of the independent auditor and if so determined by the Audit Committee, replace.
• Review any significant disagreements between management and the independent auditor in connection with the preparation of the
financial statements and promptly report any such disagreements to the Board in writing. The Audit Committee will oversee the resolution
of any disagreements between Company management and the independent auditor, if any arise.
• Request the independent auditor to notify the Audit Committee of any significant issues that it has taken to its national office for consultation,
and, if determined by the Audit Committee to be appropriate, discuss with the national office of the independent auditor issues on which the national
office was consulted by the Company’s audit team.
• Meet with the independent auditor prior to the audit to review the planning and staffing of the audit.
• Review with the independent auditor any problems or difficulties the auditor may have encountered in the course of the audit work,
including any restrictions on the scope of activities or access to required information and any management letter provided by the auditor
and the Company’s response to that letter. Such review shall also include a discussion of the responsibilities, budget and staffing of the
Company’s internal audit function.
Internal Audit and Compliance
The Committee shall:
• Meet periodically with management to review the Company’s major financial risk exposures and the steps management has taken to
monitor and control such exposures, and discuss policies with respect to risk assessment and risk management.
• Review the appointment and replacement of the senior internal auditing officer.
• Review any significant reports to management prepared by the internal auditing department and management’s responses.
• Obtain reports from management and the Company’s senior internal auditing officer or General Counsel that the Company’s
subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and applicable Company compliance policies.
• Review with management and the independent auditor any correspondence with regulators or governmental agencies and any
employee complaints or published reports that raise material issues regarding the Company’s financial statements or accounting policies.
• Review with the Company’s senior internal audit officer and the independent auditor the performance of the internal audit function and
the proposed audit plans for the coming year.
The Committee shall also review as necessary:
(1) any changes required in the planned scope of the internal audit,
(2) the internal audit department responsibilities, budget and staffing and
(3) the integrity of the Company’s financial reporting process, both internal and external.
• Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations.
• Review with the Company’s General Counsel legal matters that may have a material impact on the financial statements, the Company’s
compliance policies and any material reports or inquiries received from regulators or governmental agencies.
Administrative Policies and Procedures
The Committee shall set clear policies for the Company’s hiring of employees or former employees of the independent auditor.
In addition, the Committee shall establish and maintain procedures for
(a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;
and
(b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
Other Functions
The Committee may perform any other activities consistent with this Charter, the Company’s corporate governance documents,
SEC Rules and applicable Listing Standards as the Committee or the Board considers appropriate.
Annual Performance Review
The Committee shall evaluate its own performance as a Committee on an annual basis.
Annual Charter Review
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the
Board for approval No Duty to Audit.
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to
plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally
accepted accounting principles.
The Company’s financial statements are the responsibility of management.
The independent auditor is responsible for planning and conducting the audit to determine whether the financial statements present fairly in all
material respects the financial position of the Company.
It is also not the duty of the Audit Committee to ensure compliance with laws and regulations and the Company’s compliance policies.
AS ADOPTED BY THE BOARD OF DIRECTORS OF INTERNET BUSINESS TRADER (IBT) Inc. JULY 5TH, 2008
___________________________________________________________________________________________________________________________
CHARTER OF THE MANAGEMENT DEVELOPMENT
&
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
OF THE INTERNET BUSINESS TRADER [THE "IBT" NETWORK]
Purpose
The primary purpose of the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of
INTERNET BUSINESS TRADER (IBT) Inc. (the “Company”) is to have direct responsibility to:
• Review and approve corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (“CEO”);
• Evaluate the CEO’s performance in light of those goals and objectives;
• Determine and approve the CEO’s total compensation package based on this evaluation;
• Make recommendations to the Board with respect to the Company’s compensation practices for executive officers other than the Company’s CEO;
• Administer the Company’s equity-based compensation plans;
• Assist the CEO and the Board in the evaluation of the Company’s executive officers other than the CEO;
• Evaluate, and make recommendations with respect to, the Company’s CEO and executive management succession plans;
• Make recommendations to the Board on such management development issues as the Committee may deem appropriate or as the Board may specify;
and
• Produce a Compensation Discussion and Analysis for inclusion in the Company’s proxy statement or Form 10-K to be filed annually with the
Securities and Exchange Commission (“SEC”).
Composition
Members
The Committee shall consist of three (3) or more directors as determined by the Board.
The Board shall designate a Committee member as the Chair of the Committee.
Independence
Each Committee member must meet the independence requirements as defined in the New York Stock Exchange listing standards,
as amended from time to time
(the “Listing Standards”). In addition, all Committee members shall qualify as “non-employee directors” and as “outside directors”
as those terms are defined by applicable law.
Appointment
Subject to any requirements of the Listing Standards, the Board may appoint and remove Committee members in accordance with the
Company’s Bylaws. Committee members shall serve until their successors are duly elected and qualified.
Authority
The Committee shall have the authority to consult with special legal counsel, compensation consultants, search firms, or other consultants or
advisors to advise the Committee as circumstances may dictate. The Committee also shall have the authority to approve the terms of engagement of,
fees payable to, and any agreements with such outside advisors.
Meetings, Reports & Resources
Meetings
The Committee shall hold regular meetings at least twice annually, and may also hold special
meetings or act by unanimous written consent at such other times as may be required or deemed
appropriate by the Committee or as may be permitted under the Company’s Bylaws.
The Committee may meet in separate executive sessions with other directors without management, or in separate sessions with the
Company’s CEO, or with other Company employees, agents or representatives invited by the Committee.
In consultation with other members of the Committee, the Chair of the Committee will set the agenda to be addressed at the
meeting and the length of each meeting.
The Chair of theCommittee shall ensure that each meeting agenda is circulated to each Committee member in advance of the meeting.
Procedures
The Committee may establish its own procedures, including the formation and delegation of authority to subcommittees, in a manner not
inconsistent with this Charter, the Company’s Bylaws and other corporate governance documents, applicable laws or regulations,
or the Listing Standards.
The Chair of the Committee or a majority of the Committee members may call meetings of the Committee.
A majority of the Committee members shall constitute a quorum for the transaction of Committee business, and the vote of a majority of the
Committee members present at a meeting at which a quorum is present shall be the act of the Committee, unless in either case a greater number is
required by this Charter, the Company’s Bylaws or the Listing Standards.
The Committee shall keep written minutes of its meetings and deliver copies of the minutes to the corporate secretary for inclusion in the corporate records.
Reports
The Committee shall report to the Board annually the results of the annual review by the Committee of its own performance.
The Committee shall also provide to the Board at an appropriate time, before the preparation of the Company’s proxy statement for its
Annual Meeting or its Form 10-K, the report of the Committee that must be included in the Company’s annual proxy statement or Form 10- K.
The Committee shall further report to the Board on the major items covered by the Committee at each Committee meeting, and provide
additional reports to the Board as the Committee may determine to be appropriate.
Committee Access and Information
The Committee is at all times authorized to have direct, independent and confidential access to the Company’s other directors,
management and personnel to carry out the Committee’s purposes.
The Committee is authorized to obtain, at the Company’s expense, compensation surveys, reports on the design and implementation of
compensation programs for the Company’s directors, officers and employees, and such other reports, surveys, evaluations, data and documentation
as the Committee considers appropriate.
Reliance on Others
Nothing in this Charter is intended to preclude or impair any protection provided under law for good faith reliance by members of the
Committee on reports or other information provided by others.
Duties & Responsibilities
Compensation Goals
The Committee shall review and approve at least annually corporate goals and objectives relevant to the compensation of the
CEO and the Company’s other executive officers. Determination of Executive Officer Compensation.
The Committee shall:
• At least annually, evaluate the job performance of the CEO in light of his and the Company’s performance goals and objectives and report on
such evaluation to the CEO and the Board.
• At the request of the Board or the CEO, assist the CEO and the Board in evaluating the job performance of other executive officers of the Company.
• At least annually, in light of the corporate goals and objectives and the performance evaluations of the Company’s CEO and other executive officers,
(1) determine and approve the compensation of the Company’s CEO, including individual elements of salary, bonus, supplemental retirement,
incentive and equity compensation and other perquisites and benefits, and
(2) make recommendations to the Board and the CEO with respect to non-CEO executive management compensation, including individual elements
of salary, bonus, supplemental retirement, incentive and equity compensation and other perquisites and benefits.
• Review, as the Committee considers appropriate in setting CEO compensation and in
recommending other executives’ compensation, Company performance and relative stockholder return, compensation at comparable companies,
market factors relating to executive compensation, past years’ compensation to the CEO and other executives, the job performance of the
CEO and other executive officers of the Company, and other relevant factors.
• Review and approve all employment agreements, separation and severance agreements, and other compensatory contracts, arrangements,
perquisites and payments with respect to the CEO, and review and make recommendations to the Board and the CEO regarding all such agreements,
contracts, arrangements, perquisites and payments with respect to the Company’s other executive officers.
• In any deliberations or voting to determine the compensation of the CEO, the CEO must not be present; however, in any deliberations regarding
the compensation of other executive officers, the Committee may elect to invite the CEO to be present but not vote.
• The Committee shall periodically review and make recommendations to the Board and the CEO concerning the Company’s
policies with respect to the total compensation packages of the Company’s executive officers whose compensation is not otherwise set by the Committee.
Equity Plan Awards
The Committee shall grant stock options, restricted stock and other discretionary awards under the Company’s stock option and other
Equity Incentive Plans, as it deems appropriate, and otherwise exercise the authority of the Board with respect to the administration of the
Company’s stockbased and other incentive compensation plans.
The Committee may delegate to one or more executive officers of the Company designated by the Committee the authority to
make grants of options and restricted stock to eligible individuals other than directors and executive officers, provided that the
Committee shall have fixed the exercise price or a formula for determining the exercise price for each grant, approved the vesting
schedule, authorized any alternative provisions as are necessary or desirable to facilitate legal compliance or to ensure the
effectiveness or tax-qualified status of the award under the laws of the United States or under the laws of countries outside the U.S.
when grants are made to non- U.S. employees, approve the form of documentation evidencing each grant, and determine the number
of shares or the basis for determining such number of shares by position, compensation level or category of personnel.
Any officer to whom such authority is delegated shall regularly report to the Committee the grants so made.
Evaluate and Approve Stock and Incentive Plans
The Committee shall periodically review and make recommendations to the Board concerning the Company’s stock and cash-based incentive
compensation plans.
The Committee shall approve all cash and equity-based arrangements and plans, and amendments to these arrangements or plans,
which may be exempt from the general requirement of the Listing Standards to obtain stockholder approval of any such arrangement,
plan or amendment, or for which approval by the Committee is otherwise appropriate or required under applicable laws or Listing Standards.
The Committee shall seek stockholder approval of any stock or cash-based executive compensation plan recommended by the Committee,
if, as and when required under the Listing Standards, the Company’s Bylaws or any other laws or rules.
Evaluate and Approve Executive Compensation Policy.
The Committee shall periodically review and make recommendations to the Board concerning the Company’s policies with respect to the
compensation of executive officers whose compensation is not otherwise set by the Committee.
Committee Report in Proxy Statement
The Committee shall timely prepare and approve a Compensation Discussion and Analysis for inclusion in the Company’s proxy statement for
each annual meeting of stockholders or
Form 10-K, as required by the SEC, including a discussion of the Committee’s compensation policies applicable to the CEO and the Company’s
other executive officers and other information required under SEC rules.
Management Development
The Committee shall review with the CEO at least annually the functions of the CEO and other executive officers of the Company and the
succession plans relating to these officers.
The Committee shall also review and assist the Board in developing succession plans for the CEO and other appropriate executive officers.
In addition, the Committee shall consider and make recommendations to the Board on such other management development issues as the
Committee may deem appropriate or as the Board may specify.
Other Functions
The Committee may perform any other activities consistent with this Charter, the Company’s corporate governance documents and
applicable Listing Standards, laws and regulations as the Committee or the Board considers appropriate.
Annual Performance Review
The Committee shall evaluate its own performance as a Committee on an annual basis.
Annual Charter Review
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
ADOPTED BY THE BOARD OF DIRECTORS OF INTERNET BUSINESS TRADER & THE "IBT" NETWORK
AS AN AMENDMENT AND RESTATEMENT OF THE COMMITTEE’SPREVIOUS CHARTERDATE OF ADOPTION: JULY 5TH, 2008
______________________________________________________________________________________________________________________
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF
THE BOARD OF DIRECTORS OF THE INTERNET BUSINESS TRADER & THE "IBT" NETWORK
Purpose
The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors of
THE INTERNET BUSINESS TRADER , (the “Company”) serves to assist the Board in identifying qualified individuals to become
candidates for election to the Board of Directors, in determining the composition of the Board of Directors and its committees,
in monitoring the process or assessing Board effectiveness, and in developing and implementing the Company’s corporate governance principles.
Composition
Members. The Committee shall consist of three (3) or more directors as determined by the Board.
The Board shall designate a Committee member as the Chair of the Committee.
Independence
Each Committee member must meet the independence requirements as defined in the New York Stock Exchange listing standards, as amended
from time to time (the “Listing Standards”).
In addition, all Committee members shall qualify as “non-employee directors” and as “outside directors” as those terms are defined by applicable law.
Appointment
Subject to any requirements of the Listing Standards, the Board may appoint and remove Committee members in accordance with the
Company’s Bylaws. Committee members shall serve until their successors are duly elected and qualified. Unless determined otherwise by the full
Board, the Chair of the Committee shall serve as the presiding outside director of the Company.
Authority
The Committee shall have the authority to consult with special legal counsel, search firms, or other consultants or advisors to advise the
Committee as circumstances may dictate.
The Committee also shall have the authority to approve the terms of engagement of, fees payable to, and any agreements with such outside advisors.
Meetings, Reports & Resources
Meetings
The Committee shall hold regular meetings at least twice annually, and may also hold special meetings or act by unanimous written consent
at such other times as may be required or deemed appropriate by the Committee or as may be permitted under the Company’s Bylaws.
The Committee may meet in separate executive sessions with other directors without management, or in separate sessions with the
Company’s CEO, or with other Company employees, agents or representatives invited by the Committee.
In consultation with other members of the Committee, the Chair of the Committee will set the agenda to be addressed at the meeting and
the length of each meeting. The Chair of the Committee shall ensure that each meeting agenda is circulated to each Committee member in
advance of the meeting.
Procedures
The Committee may establish its own procedures, including the formation and delegation of authority to subcommittees, in a manner
not inconsistent with this Charter, the Company’s Bylaws and other corporate governance documents, applicable laws or regulations,
or the Listing Standards. The Chair of the Committee or a majority of the Committee members may call meetings of the Committee.
A majority of the Committee members shall constitute a quorum for the transaction of Committee business, and the vote of a majority of the
Committee members present at a meeting at which a quorum is present shall be the act of the Committee, unless in either case a greater
number is required by this Charter, the Company’s Bylaws or the Listing Standards.
The Committee shall keep written minutes of its meetings and deliver copies of the
minutes to the corporate secretary for inclusion in the corporate records.
Reports
The Committee shall report to the Board annually the results of the annual review by the Committee of its own performance and the results
of the annual review by the Board of the Board’s performance.
The Committee shall further report to the Board on the major items covered by the Committee at each Committee meeting and provide
additional reports to the Board as the Committee may determine to be appropriate.
Committee Access and Information
The Committee is at all times authorized to have direct, independent and confidential access to the Company’s other directors,
management and personnel to carry out the Committee’s purposes.
The Committee is authorized to obtain, at the Company’s expense, such surveys, reports, fairness opinions, appraisals,
evaluations and other data and documentation as the Committee considers appropriate.
Reliance on Others
Nothing in this Charter is intended to preclude or impair any protection provided under law for good faith reliance by members of the
Committee on reports or other information provided by others.
Duties and Responsibilities
The Committee shall:
1 Recommend to the Board the qualifications and criteria for Board membership.
Candidates for Board membership are to be selected for their character, judgment, business experience, and acumen.
Financial expertise, independence and familiarity with national and international issues affecting business are among
the relevant criteria.
From time to time the Committee may recommend additional qualifications and criteria, including specific criteria relating
to the unique nature of the Company and its business.
2 Consider, recommend and recruit candidates to fill new positions and vacancies on the Board.
3 Review Director candidates recommended by shareholders for Board membership.
4 Conduct the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates.
5 Recommend Director nominees for approval by the Board and the shareholders.
6 Monitor and recommend the functions of the various committees of the Board.
7 Recommend members for the various committees of the Board.
This Committee, the Audit Committee and the Management Development
and Compensation Committee, shall consist only of independent Directors.
8 Review Board compensation practices and advise on changes in Board compensation.
9 Make recommendations regarding the structure of Board meetings and,
where appropriate, recommend matters for consideration by the Board.
10 Recommend Director retirement policies.
11 Assist in the establishment and operation of an orientation and
continuing education program for Board members.
12 Monitor Directors’ holdings of Company stock for compliance
with the Company’s requirements therefore.
13 Review shareholder communications and shareholder proposals directed to the Board or
company management and make recommendations for addressing the same.
14 Develop, recommend to the Board, and oversee an annual self-evaluation
process of the Board and oversee the Board’s evaluation of management.
15 Prepare an annual performance evaluation of the Committee and oversee
Annual performance evaluations of the Board’s other committees.
16 Monitor compliance with applicable independence requirements and make recommendations
regarding any policies concerning director independence, including, without limitation, any
categorical independence standards contemplated by the Listing Standards.
17 Consider matters of corporate governance and periodically review
‘best practices’ in corporategovernance for public companies and make
recommendations relating thereto to the Board and Company management.
18 Review at least annually the adequacy of this Charter and the Charters of the other
Board committees and recommend any proposed changes to the Board for approval.
19 Administer the Company’s Related Party Transaction Policy and when appropriate,
consider questions of possible conflicts of interest of
Board members and of the Company’s senior executives.
20 Periodically evaluate and advise concerning the adoption, continuation or
termination of any plan or policy related to anti-takeover defenses.
21 Periodically review the following (and recommend any proposed changes to the Board for approval)
a. The Company’s Bylaws
b. The Company’s Code of Conduct and Business Ethics,
c. The Company’s Corporate Governance Principles,
d. The Company’s Insider Trading Policy,
e. The Company’s Related Person Transaction Policy, and
f. The Company’s D&O Insurance.
ADOPTED BY THE BOARD OF DIRECTORS OF THE INTERNET BUSINESS TRADER &
THE "IBT" NETWORK DATE OF ADOPTION: JULY 5TH, 2007
__________________________________________________________________________________________________________________
