Nominating and Corporate Governance Committee Charter
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Nautilus, Inc. (the “Company”) in fulfilling its responsibilities by (a) identifying and recommending to the Board candidates to serve on the Board and its committees, (b) developing and reviewing the governance principles of the Company, and (c) establishing and overseeing a process for assessing the effectiveness of the Board and its committees.
Members of the Committee shall be appointed by and may be removed by the Board. The Committee shall consist of no fewer than three members, all of whom will meet the independence requirements of the applicable public company exchange listing standards and any other applicable laws, rules and regulations as determined by the Board. The Board shall designate the chairperson of the Committee, provided that if the Board does not so designate a chairperson, the members of the Committee, by majority vote, may designate a chairperson.
The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities. Typically, the committee will meet at least twice each fiscal year.
The presence in person or by telephone of a majority of the Committee’s members shall constitute a quorum for any meeting of the Committee. All actions of the Committee require the vote of a majority of its members present at a meeting of the Committee at which a quorum is present.
Authority and Responsibilities
In fulfilling its responsibilities, the Committee will have the resources and authority to obtain advice and assistance from search firms, outside counsel or other advisors as it deems appropriate. The Committee shall have the sole authority to approve related fees and retention terms.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.
In furtherance of its purpose, the Committee shall have the following responsibilities: