Nominating and Corporate Governance Committee
|Nominating and Corporate Governance Committee Charter|
The primary function of the Nominating/Corporate Governance Committee (the "Committee") is to assist the Board of Directors of International Speedway Corporation (the "Company") in: (a) fulfilling its responsibility for assuring that the Company is operated in accordance with prudent and practical corporate governance standards, (b) achieving its objective that a majority of its members be independent, qualified persons at the earliest practicable time and from time to time in conformity with the requirements of The Nasdaq Stock Market, Inc. and applicable regulations and (c) identifying qualified individuals to serve on the Board of Directors of the Company.
The Committee shall be comprised of at least three members of the Board, each of whom must meet the independence criteria set forth in the Company's Corporate Governance Standards for the Board of Directors at all times during his or her tenure on the Committee. The members of the Committee shall be elected by the Board at the annual meeting of the Board to serve until the next annual meeting of the Board or until their successors shall be duly elected and qualified.Unless a Chair is elected by the Board, the members of the Committee may designate a Chair by majority vote of the Committee membership. The Chair will periodically report the Committee's findings and conclusions to the Board.
The Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Committee will be assisted by the Company's Senior Director of Human Resources with respect to its nominating function and by the Chief Counsel - Operations with respect to governance matters. The Company’s Assistant Secretary will serve as executive secretary of the Committee.
IV. Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:
- Review from time to time and, if appropriate, recommend changes to the Board to the corporate governance standards for Board of Directors of the Company and its committees, including committee charters.
- Review from time to time, and, if appropriate, make changes to the responsibilities of directors and the qualifications for new nominees for election to the Board.
- Review from time to time, and, if appropriate, recommend changes to the compensation package for directors to be approved by the entire Board of Directors.
- Review from time to time, and, if appropriate, make changes to the responsibilities of and the qualifications for the Chairman of the Board.
- Annually assess the Board's effectiveness as a whole as well as the effectiveness of the individual directors and the Board's various committees, including a review of the mix of skills, core competencies and qualifications of members of the Board, which should reflect expertise in one or more of the following areas: accounting and finance, business of motorsports, mergers and acquisitions, leadership, business and management, strategic planning, government relations, investor relations, executive leadership development, and executive compensation. In order to make these assessments, the Committee shall solicit annually the opinions of each director regarding the foregoing matters. Ineffective directors shall be replaced as promptly as practicable and inefficient committees of the Board shall be restructured or eliminated promptly.
- If deemed necessary, select and retain an executive search firm to identify qualified candidates to serve as members of the Board, considering effectiveness, responsiveness and other relevant factors, and approve the fees and other compensation to be paid to the executive search firm.
- Review the performance of the executive search firm and approve any proposed discharge of the executive search firm when circumstances warrant.
- Select and recommend to the Board, director nominees for election at each annual meeting of shareholders, as well as director nominees to fill vacancies arising between annual meetings of shareholders.
- Perform such additional functions and have such additional powers as may from time to time be expressly delegated to the Committee by the Board.
- The Committee shall conduct its operations in accordance with the procedures set forth in the Company's By-Laws applicable to the operations of the Board, except to the extent that such procedures are modified on superseded by the terms of this Charter. The Committee shall have the authority to adopt such additional procedures for the conduct of its business as are not inconsistent with those referred to in the preceding sentence. The Committee shall have no authority to delegate its responsibilities to any subcommittee.
- The Committee shall determine requirements for, and means of, director orientation and training.
- Review this Charter and assess the performance of the members of Committee at least annually and recommend updates and changes to the Board as conditions warrant.
- Financial Expert
- Independent Director