The nominating and corporate governance committee currently consists of Messrs. Macaluso (Chairman) and Ewing and Ms. Korby, each of whom is
independent under the rules of the NYSE and the SEC. The nominating and corporate governance committee met three times during the fiscal year ended December 29, 2018. The nominating and corporate governance committee is generally responsible
for:
∎
identifying, reviewing, evaluating and recommending potential candidates to serve as directors of our company;
∎
recommending to the Board the number and nature of standing and special committees to be created by the Board;
∎
recommending to the Board the members and chairperson for each Board committee;
∎
developing,
recommending and periodically reviewing and assessing our Corporate Governance Guidelines and Code of Conduct and making recommendations for changes to the Board;
∎
establishing
and annually
re-evaluating
and recommending to the Board the standards for criteria for membership for, and the process of selection of, new and continuing directors for the Board;
∎
communicating with our stockholders regarding nominees for the Board and considering whether to recommend these nominees to the Board;
∎
reviewing the findings of the compensation committee with respect to the compensation committees evaluation of the status of Board compensation and reporting these
findings to the Board, along with its recommendation of general principles to be used in determining the form and amount of director compensation;
∎
periodically
reviewing corporate governance matters generally and recommending action to the Board where appropriate;
∎
reviewing
and addressing any potential conflicts of interest of our directors and executive officers;
∎
developing
criteria for and assisting the Board in its annual self-evaluation;
∎
overseeing
the annual evaluation of management of our company, including oversight of the evaluation of our Chief Executive Officer by the compensation committee; and
∎
overseeing
the implementation and interpretation of, and compliance with, our companys stock ownership guidelines.
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