OF THE BOARD OF
TRUSTEES
(Adopted April
2004)
STATEMENT OF POLICY AND PURPOSE
The Board of Trustees of InnSuites Hospitality Trust (the “Trust”) has
appointed a Governance and Nominating Committee (the “Committee”) to discharge
the Board’s responsibilities relating to identifying individuals qualified to
become members of the Board and to
ensure that the Trustees effectively meet their fiduciary obligations to the
Trust and its shareholders. To accomplish this purpose,
the Committee shall:
1. identify
individuals qualified to become members of the Board of Trustees and recommend to the
Board the Trustee nominees for the next annual meeting of shareholders;
2. assist the Board in determining whether Trustee candidates
and current Board members meet the criteria for independence required by
American Stock Exchange listing standards;
3. recommend to the Board the Trustee nominees for each Board
committee and leading the Board in its annual review of its performance;
4. recommend to the Board for approval, any changes to the
Trust’s governance guidelines; and
5. monitor and evaluate how effectively the Board and the
Trust have implemented the policies and
principles of the Trust’s governance guidelines.
COMPOSITION AND TERM
The Committee shall be comprised of no
fewer than three Trustees
as appointed by the Board. No person
shall serve as a member of the Committee who does not qualify as an
“independent” Trustee in accordance with American Stock Exchange listing
standards.
The Board will appoint the members of the
Committee annually, and each member will serve until such member’s successor is
duly designated or until such member’s earlier resignation or removal. The Board may remove any member of the
Committee from the Committee, with or without cause, by a majority vote of the
full Board. Unless the Board designates
a Chairperson of the Committee, the members of the Committee will designate a
Chairperson by a majority vote of the full Committee. The Chairperson will chair all regular sessions of the Committee
and will set the agendas for Committee meetings.
DUTIES AND RESPONSIBILITIES
It is the overriding responsibilities of
the Committee to identify and recommend Trustee nominees to the Board and to
ensure that the Trustees effectively meet their fiduciary obligations to the
Trust and its shareholders.
The following functions shall be common
recurring activities of the Committee in carrying out its purposes set forth in
this Charter. These functions should
serve as a guide, with the understanding that the Committee may carry out
additional functions and adopt additional policies and procedures as may be
appropriate in light of changing business, legislative, regulatory, legal and
other conditions. The Committee shall
also carry out any other responsibilities and duties delegated to it by the
Board from time to time related to the purposes of the Committee set forth in
this Charter.
The Committee, in discharging its
oversight role, is empowered to study or investigate any matter of interest or
concern within the purposes of the Committee set forth in this Charter that the
Committee deems appropriate or necessary, and the Committee shall have the
authority to retain and terminate outside counsel or other experts for this
purpose, including the authority to approve fees payable to such counsel and
experts and any other terms of retention.
To fulfill its responsibilities and
duties set forth in this Charter, the Committee shall do the following:
1. Review Board Composition and Evaluate Nominees by:
a. establishing
criteria for the selection of new Trustees to serve on the Board;
b. identify
individuals believed to be qualified as candidates to serve on the Board and
recommend that the Board select the candidates for Trustee to be filled by the
Board or by the shareholders at an annual or special meeting;
c. reviewing
and making recommendations to the Board about whether current members of the
Board should stand for re-election at an annual meeting;
d. conducting
all necessary and appropriate inquiries into the backgrounds and qualifications
of possible Trustee candidates, including, if necessary, retaining a search
firm to be used in assisting with the identification of candidates and
approving fees payable to such search firm;
e. review
and making recommendations regarding the composition and size of the Board in
order to ensure the Board has the requisite expertise and its membership
consists of persons with sufficiently diverse and independent backgrounds; and
f. overseeing
the evaluation of the Board, which shall occur at least annually.
2. Review and Recommend Committee Membership by:
a. recommending
members of the Board to serve on each Board committee, giving consideration to
the criteria for service on each committee as set forth in each committee’s
charter; and
b. periodically
reviewing the charter and composition of each Board committee and make
recommendations to the Board for the adoption of or revisions to the committee
charters.
i. determining
whether the governance guidelines are being effectively adhered to and
implemented;
ii. ensuring
that the governance guidelines are appropriate for the Trust and comply with
applicable laws, regulations and listing standards; and
iii. recommending
to the Board any desirable changes in the governance guidelines;
b. considering
any other governance issues that may arise, from time to time, and develop
appropriate recommendations to the Board.
5. Coordinate Board
Orientation and Trustee Continuing Education by:
a. considering
and making recommendations
to the Board with respect to appropriate orientation for new Trustees and
continuing education of Trustees with respect to the Trust’s business and
financial statements, corporate governance and other appropriate subjects.
6. Asserting Authority to Engage Advisors by:
a. exercising sole authority to retain
search firms to identify Trustee candidates and to terminate the services of
any search firm so retained, and sole authority to approve such search firm’s
fees and other retention terms;
b. obtaining advice and assistance from
internal or external legal, accounting or other advisors; and
c. if necessary, requesting any officer or
employee of the Trust or the Trust’s outside counsel to attend a meeting of the
Committee or to meet with any member of, or consultants to, the Committee.
7. Prepare Reports and Minutes in order to:
a. report
regularly to the Board (i) following meetings of the Committee, (ii) with
respect to such other matters as are relevant to the Committee’s discharge of
its responsibilities, and (iii) with respect to such recommendations as the
Committee may deem appropriate; and
b. maintain
minutes and other records of meetings and activities of the Committee.
Any report to the Board may take the form
of an oral report by the Chairperson or any other member of the Committee
designated by the Committee to make such a report.
ADMINISTRATIVE MATTERS
1. A
majority of the Committee members will serve as a quorum for the transaction of
business. Committee meetings may be
held by telephone or other means of communication whereby all meeting
participants may actively participate.
2. The
action of a majority of those present (in person or by telephone or other means
of permitted communication) at a meeting at which a quorum is present will be
an act of the Committee.
3. Any
action which may be taken at a meeting of the Committee may be taken by written
action signed by all Committee members, and such consent shall be filed with
the Secretary of the Trust.
4. The
Chief Financial Officer of the
Trust will liaise between the Committee and the Trust.
5. The Chief Financial
Officer shall keep minutes of Committee meetings.
6. The
Committee will meet at least twice a
year and at such other times as may be requested by its Chairperson and will
routinely meet in executive session to review such matters as the Committee, in
its discretion, determines to be appropriate.