LoopNet, Inc. Corporate Governance and Nominating Committee Charter
Purpose
The purpose of the Corporate Governance and Nominating Committee (the "Committee") of the board of directors (the "Board") of LoopNet, Inc. (the "Company") is to:
- assist the Board by identifying prospective director nominees and to recommend to the Board the director nominees for the next Annual Meeting of Stockholders
- develop and recommend to the Board governance principles applicable to the Company and provide oversight with respect to corporate governance; and
- oversee the periodic evaluation of the Board.
In addition, the Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.
Nomination/Appointment Policy
The Board believes that it is in the best interests of the Company and its stockholders to obtain highly qualified candidates for the Board. The Committee will seek for nomination and appointment candidates with excellent decision-making ability, business experience, relevant expertise, personal integrity and reputation. The Committee will evaluate candidates identified on its own initiative as well as candidates referred to it by other members of the Board, by the Company's management or by external sources. The Committee will also review nominees submitted by stockholders of the Company in accordance with the Company's bylaws or other policies established from time to time, who meet such criteria.
Committee Membership
The Committee will be comprised of at least two members of the Board, both or all of whom are determined by the Board to be "independent" in accordance with the rules of the Nasdaq Stock Market.
The members of the Committee shall be appointed and may be replaced by the Board. Unless a Chairperson is elected by the full Board, the Committee members shall designate a Chairperson.
Meetings
It is anticipated that the Committee will meet at least once each year to review nominees for election as directors at the Company's annual meeting of stockholders and at such other times as it may deem appropriate. The Committee may establish its own meeting schedule. The Chair of the Committee and/or the Board may call such meetings.
The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
Responsibilities
The responsibilities of the Committee will include the following:
Board Selection, Evaluation, and Composition
- Identify and evaluate individuals, including individuals proposed by stockholders, qualified to serve as members of the Board, and recommend to the independent directors of the Company nominees for election as directors of the Company at the next annual or special meeting of stockholders at which directors are to be elected, and identify, evaluate and recommend to the Board individuals to fill any vacancies or newly created directorships that may occur between such meetings.
- Evaluate and recommend termination of membership of individual directors in accordance with the Board's governance principles, for cause or for other appropriate reasons.
- Oversee a periodic evaluation of the performance of the Board, including individual members of the Board, and discuss the evaluation with the full Board.
- Upon direction of the Board, formulate a policy on director attendance at annual meetings of the stockholders of the Company.
- Upon direction of the Board, formulate procedures whereby stockholders may send communications to the Board.
Corporate Governance and Succession Planning
- Upon direction of the Board, develop and recommend to the Board corporate governance guidelines; monitor the Company's compliance with the guidelines; and from time to time review and assess the guidelines and recommend changes for approval by the Board.
- Review the Company's policies regarding conflicts of interests and regarding the review of past or proposed transactions between the Company, members of the Board and management for such conflicts, and coordinate with the Audit Committee in reviewing and approving in advance any proposed related party transaction with directors and executive officers.
- Review periodically the succession planning for the CEO and other executive officers, report its findings and recommendations to the Board, and work with the Board in evaluating potential successors to these executive management positions.
General Powers and Responsibilities
- Monitor and recommend the functions of the various committees of the Board.
- Form and delegate authority to subcommittees when appropriate.
- Review its own performance and report on its conclusions in this regard to the Board.
In performing its responsibilities, the Committee shall have the authority to obtain advice, reports or opinions from internal or external counsel and expert advisors. In conducting prospective director searches, the Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates.
Amended and Restated March 15, 2007