Nominating and Corporate Governance
- NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS OF
ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.
EFFECTIVE AS OF JULY 26, 2006 -
I. PURPOSE OF THE COMMITTEE
The purposes of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Advance America, Cash Advance Centers, Inc. (the "Corporation") shall be to identify and to recommend to the Board individuals qualified to serve as directors of the Corporation and on committees of the Board; to advise the Board with respect to the Board composition, procedures and committees; to develop and recommend to the Board a set of corporate governance guidelines applicable to the Corporation; and to oversee the evaluation of the Board and the Corporation's management.
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II. COMPOSITION OF THE COMMITTEE
The Committee shall consist of three or more directors, as determined from time to time by the Board. The members of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the U.S. Securities and Exchange Commission and the New York Stock Exchange (the "NYSE"), and any additional requirements that the Board deems appropriate.
The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.
Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.-
III. MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.
The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.
A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.
The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.-
IV. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
The Committee shall have the following duties and responsibilities:
Board Candidates and Nominees- To assist in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board, including persons suggested by stockholders or others.
- To review the background and qualifications of individuals being considered as director candidates. Among the qualifications considered in the selection of candidates, the Committee shall look at the following attributes and criteria of candidates: experience, skills, expertise, diversity of backgrounds, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Committee considers appropriate in the context of the needs of the Board.
- To recommend to the Board the director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the Amended and Restated Bylaws of the Corporation, which recommendations shall be consistent with the criteria for selecting directors established by the Board from time to time.
- To review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a change in status, including but not limited to an employment change, and to recommend whether or not the director should be re-nominated.
- To review annually with the Board the size and composition of the Board as a whole and to recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity of backgrounds required for the Board as a whole and contains at least the minimum number of independent directors required by the NYSE.
- To make recommendations concerning the frequency and structure of Board meetings and any other aspect of the procedures of the Board that the Committee considers warranted.
- To make recommendations to the Board regarding the size and composition of each standing committee of the Board, including the identification of individuals qualified to serve as members of a committee, including the Committee, and to recommend individual directors to fill any vacancy that might occur on a committee, including the Committee.
- To monitor the functioning of the committees of the Board and to make recommendations for any changes, including the creation and elimination of committees.
- To review annually committee assignments and the policy with respect to the rotation of committee memberships and/or chairpersonships, and to report any recommendations to the Board.
- To recommend that the Board establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise. The Committee's power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time.
- To review periodically, at least annually, the corporate governance guidelines adopted by the Board to assure that they are appropriate for the Corporation and comply with the requirements of the NYSE, and to recommend any desirable changes to the Board.
- To evaluate annually the appropriate level of compensation for Board and committee service by non-employee members of the Board.
- To consider any other corporate governance issues that arise from time to time, and to develop appropriate recommendations for the Board.
- To perform any additional functions assigned to the Committee under the corporate governance guidelines, as amended from time to time.
- The Committee shall be responsible for overseeing the evaluation of the Board as a whole and management.
Board Composition and Procedures
Board Committees
Corporate Governance
Evaluation of the Board and Management-
V. EVALUATION OF THE COMMITTEE
The Committee shall, on an annual basis, evaluate its performance. The evaluation shall address all matters that the Committee considers relevant to its performance, including a review and assessment of the adequacy of this Charter.
The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Corporation's or the Board's policies or procedures.-
VI. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS
The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Corporation's expense, such independent counsel or other consultants or advisers as it deems necessary. The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms, such fees to be borne by the Corporation.
Committee Members
Thomas E. Hannah
Stephen K. Benjamin
Donovan A. Langford III
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