Nominating and Corporate Governance
NOMINATING AND CORPORATE GOVERNANCE
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the board of directors (the “Board”) of Shutterstock, Inc., a Delaware corporation (the “Company”), is to assist the Board by identifying individuals qualified to serve as Board members, recommend to the Board nominees for election as directors of the Company, develop and recommend to the Board corporate 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 actions or other duties as the Board may from time to time authorize or permit the Committee to undertake or assume responsibility for.
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 established professional reputations and experience in areas that are relevant to Company's business and activities, including digital media, internet and advertising, accounting and finance, marketing and sales. 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, corporate governance guidelines or other policies established from time to time, who meet such criteria.
Committee Membership & Organization
The Committee shall be comprised of at least two (2) members of the Board. Such members shall be appointed by the Board annually and each member of the Committee shall serve at the pleasure of the Board and may be replaced by the Board. Unless a chair is designated by the Board, the members of the Committee may appoint a chair of the Committee.
At any time during which the Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the members of the Committee shall meet the independence requirements of each stock exchange on which the Company’s shares are listed for trading or otherwise publicly quoted (except as otherwise permitted under such rules).
A majority of the total number of then-serving members of the Committee shall constitute a quorum for the transaction of business at Committee meetings. The approval of a majority of such quorum shall constitute a valid act of the Committee at a duly held Committee meeting. The Committee may also act by unanimous written or electronic consent of the then-serving members of the Committee.
Authority & Responsibilities
The authority delegated to the Committee is set forth below. This description of authority is intended as a guide and the Committee may act and establish policies and procedures that are consistent with these guidelines or are necessary or advisable, in its discretion, to carry out the intent of the Board in delegating such authority and to fulfill the responsibilities of the Committee hereunder. The Committee is charged by the Board with the authority and responsibility to:
Board Selection and Composition
1. Identify and evaluate individuals, including individuals proposed by the Company’s stockholders, qualified to serve as members of the Board, consistent with criteria approved by the Board.
2. Review with the Board on an annual basis, the independence, specific experience, qualification, attributes and skills of Board members, and the skills and characteristics of the Board as a whole, in determining whether to recommend incumbent directors in the class subject to election for re-election.
3. Recommend to the Board nominees for election as directors of the Company at the next annual or special meeting of the Company’s stockholders at which directors are to be elected.
4. Identify, evaluate and recommend to the Board individuals to fill any vacancies or newly created directorships that may occur between meetings of the Company’s stockholders at which directors are to be elected.
5. Identify, evaluate and annually recommend to the Board the chairmanship and membership of each committee of the Board.
6. Evaluate and recommend termination of membership of individual directors in accordance with the Board’s governance principles, for cause or for other appropriate reasons.
7. Assess the effectiveness of any diversity policy the Board may determine to implement.
8. Upon direction of the Board, develop and recommend to the Board corporate governance guidelines, and from time to time review and assess the guidelines and recommend changes for approval by the Board.
9. Upon direction of the Board, coordinate the oversight of the Company’s code of business conduct and ethics, and from time to time review and assess the code of ethics, and recommend changes for approval by the Board.
10. 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.
Board Evaluation and Succession Planning
11. Oversee a periodic evaluation of the performance of the Board, including individual members of the Board, and discuss the evaluation with the full Board.
12. 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
13. Monitor and recommend the functions of the various committees of the Board.
14. Form and delegate authority to subcommittees when appropriate.
15. Engage and terminate search firms, independent counsel and other advisers as the Committee determines necessary to carry out its responsibilities.
16. Cause the officers of the Company to provide such funding as the Committee shall determine to be appropriate for payment of compensation to any legal counsel or other advisers engaged by the Committee, and payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
17. Perform such other activities and functions as are required by law, applicable stock exchange rules or provisions in the Company’s charter documents, or as are otherwise necessary and advisable, in its or the Board’s discretion, to the efficient discharge of its duties hereunder.
The Board has simultaneously reserved to itself all authority delegated under this Charter to the Committee. This reservation of authority does not in any way limit the Committee’s authority to act definitively on matters delegated to it under this Charter.
The Committee shall meet as often as it determines necessary, but it is anticipated that the Committee shall meet not less frequently than annually. The Committee Chair may call Committee meetings and, in consultation with other Committee members, shall determine the frequency and length of Committee meetings and shall set agendas for such meetings consistent with this Charter. In the absence of a Committee Chair, a majority of the members of the Committee may call a meeting of the Committee.
Minutes & Reports
The Committee shall make regular reports to the Board with respect to significant actions and determinations made by the Committee. The Committee shall maintain written minutes of its meetings and shall, to the extent deemed appropriate, record its summaries of recommendations to the Board in written form. The minutes and the recommendations, as applicable, shall be incorporated as part of the minutes of the Board.
The Committee will periodically review its own performance and report on its conclusions in this regard to the Board. In addition, the Committee will periodically review this Charter and make recommendations to the Board with regard to appropriate changes to the Charter.
Effective Date: October 9, 2012
- Financial Expert
- Independent Director