The document outlines the charter for the Governance & Nominating Committee of Owens & Minor, Inc. It establishes that the committee will be comprised of at least 3 independent directors appointed annually by the board. The committee is responsible for identifying and nominating qualified board candidates and committee members and overseeing corporate governance policies. It is also tasked with annually evaluating board performance and CEO performance, succession planning, and reviewing its own charter. The charter provides the framework for the committee's composition, objectives, authority, responsibilities, and procedures.
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Turin Startup Ecosystem 2024 - Ricerca sulle Startup e il Sistema dell'Innov...Quotidiano Piemontese
Turin Startup Ecosystem 2024
Una ricerca de il Club degli Investitori, in collaborazione con ToTeM Torino Tech Map e con il supporto della ESCP Business School e di Growth Capital
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Financial Assets: Debit vs Equity Securities.pptxWrito-Finance
financial assets represent claim for future benefit or cash. Financial assets are formed by establishing contracts between participants. These financial assets are used for collection of huge amounts of money for business purposes.
Two major Types: Debt Securities and Equity Securities.
Debt Securities are Also known as fixed-income securities or instruments. The type of assets is formed by establishing contracts between investor and issuer of the asset.
• The first type of Debit securities is BONDS. Bonds are issued by corporations and government (both local and national government).
• The second important type of Debit security is NOTES. Apart from similarities associated with notes and bonds, notes have shorter term maturity.
• The 3rd important type of Debit security is TRESURY BILLS. These securities have short-term ranging from three months, six months, and one year. Issuer of such securities are governments.
• Above discussed debit securities are mostly issued by governments and corporations. CERTIFICATE OF DEPOSITS CDs are issued by Banks and Financial Institutions. Risk factor associated with CDs gets reduced when issued by reputable institutions or Banks.
Following are the risk attached with debt securities: Credit risk, interest rate risk and currency risk
There are no fixed maturity dates in such securities, and asset’s value is determined by company’s performance. There are two major types of equity securities: common stock and preferred stock.
Common Stock: These are simple equity securities and bear no complexities which the preferred stock bears. Holders of such securities or instrument have the voting rights when it comes to select the company’s board of director or the business decisions to be made.
Preferred Stock: Preferred stocks are sometime referred to as hybrid securities, because it contains elements of both debit security and equity security. Preferred stock confers ownership rights to security holder that is why it is equity instrument
<a href="https://www.writofinance.com/equity-securities-features-types-risk/" >Equity securities </a> as a whole is used for capital funding for companies. Companies have multiple expenses to cover. Potential growth of company is required in competitive market. So, these securities are used for capital generation, and then uses it for company’s growth.
Concluding remarks
Both are employed in business. Businesses are often established through debit securities, then what is the need for equity securities. Companies have to cover multiple expenses and expansion of business. They can also use equity instruments for repayment of debits. So, there are multiple uses for securities. As an investor, you need tools for analysis. Investment decisions are made by carefully analyzing the market. For better analysis of the stock market, investors often employ financial analysis of companies.
1. OWENS & MINOR, INC.
GOVERNANCE & NOMINATING COMMITTEE CHARTER
The following shall constitute the Governance & Nominating Committee Charter (the “Charter”)
of the Board of Directors of Owens & Minor, Inc. (the “Corporation”):
I. ORGANIZATION
There shall be constituted a standing committee of the Board of Directors of the Corporation (the
“Board”) to be known as the Governance & Nominating Committee (the “Governance &
Nominating Committee”).
II. COMPOSITION AND SELECTION
The Governance & Nominating Committee shall be comprised of three or more directors. The
members of the Governance & Nominating Committee shall satisfy the independence
requirements of the New York Stock Exchange as then in effect.
The members of the Governance & Nominating Committee shall be appointed by the Board at
the Board’s annual meeting and may be removed by the Board. The members of the Governance
& Nominating Committee shall serve for one year or until their successors are duly elected and
qualified. Unless a Chairman is elected by the full Board, the members of the Governance &
Nominating Committee shall designate a Chairman by majority vote of the full Governance &
Nominating Committee membership.
The duties and responsibilities of Governance & Nominating Committee members contained
herein shall be in addition to those duties otherwise required for members of the Board.
III. STATEMENT OF PURPOSE
The Governance & Nominating Committee is appointed by the Board to:
• assist the Board by identifying individuals qualified to become Board members,
consistent with criteria approved by the Board, and to recommend to the Board
the director nominees for the next annual meeting of shareholders;
• oversee the governance of the Corporation including recommending to the Board
the Corporate Governance Guidelines for the Corporation;
• oversee the Board’s annual review of the Board’s performance; and
• recommend to the Board director nominees for each committee.
1 Reviewed and Approved October 2008
2. IV. COMMITTEE OBJECTIVES
The Governance and Nominating Committee’s objectives shall include serving as an
independent and objective party to identify and nominate qualified candidates for director and
Board committee placement; nominating members for each of the Board’s committees; taking a
leadership role in shaping the Corporation’s corporate governance; and overseeing the evaluation
of the Board and management.
V. COMMITTEE AUTHORITY AND RESPONSIBILITIES
The Governance & Nominating Committee shall have the sole authority to retain and terminate
any search firm to be used to identify director candidates and shall have sole authority to approve
the search firm’s fees and other retention terms. The Governance & Nominating Committee
shall have authority, to the extent it deems necessary or appropriate, to retain and to obtain
advice and assistance from internal, external or independent legal, accounting, financial or other
advisors. The Governance & Nominating Committee shall have the authority to retain and
compensate such advisors without seeking further approval and shall receive appropriate
funding, as determined by the Governance & Nominating Committee, from the Corporation to
compensate such advisors.
The Governance & Nominating Committee may form and delegate authority to subcommittees
when appropriate.
The Governance & Nominating Committee shall:
1. Review the composition of the Board, taking into account the Bylaws and the Corporate
Governance Guidelines.
2. Review and make recommendations to the Board annually with respect to the
compensation of all directors.
3. Develop criteria for selecting new nominees to the Board and include such criteria in the
Corporate Governance Guidelines.
4. Consider candidates recommended by shareholders, other members of the Board, officers
and employees of the Corporation and other sources that the Governance & Nominating
Committee deems appropriate.
5. Actively seek, identify and recommend to the Board individuals qualified to become
Board members.
6. Recommend to the Board nominees for each of the Board’s Committees.
7. Recommend to the Board nominees for chairpersons of each Board Committee.
8. Recommend to the Board nominees for election as directors.
9. Recommend to the Board an independent director to serve as Lead Director.
2 Reviewed and Approved October 2008
3. 10. Present all nominees in a timely fashion to minimize disruption in the Corporation’s
business and at such a time as to allow for the full consideration of the nominees by the
Board and the timely submission of any filings required by the Securities and Exchange
Commission (“SEC”).
11. Make recommendations to the Board regarding tenure and classifications of directors.
12. Receive comments from all directors and report annually to the Board with an assessment
of the Board’s performance, to be discussed with the full Board following the end of each
fiscal year; consider, discuss and recommend ways to improve the Board’s effectiveness.
13. Annually review and reassess the adequacy of the Corporate Governance Guidelines of
the Corporation and recommend any proposed changes to the Board for approval;
consider other corporate governance and related issues.
14. Consider with management public policy issues that may affect the Corporation.
15. Make regular reports to the Board.
16. Review and reassess the adequacy of this Charter annually and recommend any proposed
changes to the Board for approval.
17. Meet jointly with the Compensation & Benefits Committee and the CEO on an annual
basis to evaluate the performance of the CEO during the preceding year and to also
review and approve the performance goals of the CEO for the succeeding year.
18. Recommend to the Board nominees for election as corporate officers.
19. Report annually to the Board on management succession.
20. Develop a process for communications by shareholders to directors in accordance with
SEC rules.
21. Annually review its own performance.
22. Perform such other functions as the Board may request.
VI. MEETINGS
The business of the Governance & Nominating Committee shall be conducted at its regular
meetings, at special meetings or by unanimous written consent. The Governance & Nominating
Committee shall meet as often as may be deemed necessary or appropriate in its judgment and
that of the Board. The Chairman or a majority of the members of the Governance & Nominating
Committee may call meetings of the Committee upon reasonable notice to all members of the
Committee. The Committee shall meet at such a time and place to allow for the timely
presentment of any nominees to the Board for consideration. Following each meeting, the
Governance & Nominating Committee shall report to the Board at the next regularly scheduled
Board meeting, or sooner, as circumstances may dictate.
3 Reviewed and Approved October 2008
4. VII. CONSISTENCY WITH ARTICLES OF INCORPORATION
To the extent that any provision or section of this Charter may be inconsistent with any article,
provision or section of the Articles of Incorporation or the Bylaws of the Corporation, the
Articles of Incorporation or the Bylaws, as appropriate, shall fully control.
VIII. AMENDMENT
This Charter may be amended or altered at any meeting of the Board of Directors by affirmative
vote of a majority of the number of Directors fixed by the Bylaws.
IX. CERTIFICATION
This Governance & Nominating Committee Charter, as amended, was duly approved and
adopted by the Board of the Corporation on the 22nd day of October, 2008.
Corporate Secretary
4 Reviewed and Approved October 2008
26333.000130 RICHMOND 1265877v6