The Corporate Governance & Nominating Committee (the “Committee”) shall provide assistance to
the
Board of Directors of Hanger, Inc. (the “Company”) by engaging in the following activities, each
of
which is described in further detail below:
Statement of Purpose
The Corporate Governance & Nominating Committee (the “Committee”) shall provide assistance to
the
Board of Directors of Hanger, Inc. (the “Company”) by engaging in the following activities, each
of
which is described in further detail below:
- Identifying individuals qualified to become directors and recommending to the Board of Directors
candidates for
all directorships to be filled by the Board of Directors or by the stockholders of the Company,
consistent with
the criteria established by the Committee and approved by the Board of Directors;
- Identifying
and recommending directors qualified to serve on the committees established by the Board of Directors;
- Developing and recommending to the Board of Directors a set of corporate governance guidelines
applicable to the Company, including matters of (i) board organization, membership and function, (ii)
committee
structure and membership and (iii) succession planning for the Chief Executive Officer of the
Company;
- Establishing and maintaining the Company’s corporate governance processes and
procedures to promote the conduct of the Company’s business with the highest standards of
responsibility,
ethics and integrity; and
- Overseeing the evaluation of the Board of Directors.
Committee Membership and Qualifications
The Committee shall be comprised of at least three members of the Board of Directors, each of whom is
determined by the Board of Directors to be “independent” in accordance with the rules of the New
York
Stock Exchange, Inc. (the “NYSE”) as well as other applicable laws, regulations and rules.
Appointment and Removal of Committee Members
The members of the Committee shall be appointed by the Board of Directors annually or as necessary to fill
vacancies. Each member shall serve until his or her successor is duly elected and qualified or until such
member’s earlier resignation or removal. Any member of the Committee may be removed, with or without
cause, by
a majority vote of the Board of Directors.
Chairperson
The Chairperson of the Committee shall be appointed by the Board of Directors in consultation with the
Chairman of the Board of Directors. The Chairperson will chair all regular sessions of the Committee and, in
consultation with the Chairman of the Board of Directors, set the agenda, frequency and length of the
meetings of
the Committee.
Meetings
The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The
Committee
may invite to its meetings any officer, employee or director of the Company and such other persons as it
deems
appropriate in order to carry out its responsibilities.
Responsibilities and Duties
The Committee believes the policies and procedures by which it carries out its responsibilities should
remain
flexible, to best react to changing conditions and to be in the best position to ensure to the Board of
Directors
and stockholders of the Company that the Company’s governance principles, procedures and practices
continue to
assist the Board of Directors and the Company’s management to effectively and efficiently promote the
best
interests of the Company’s stockholders. In furtherance of its purpose, the Committee shall have the
following
responsibilities and duties:
Recommendations Relating to the Selection of Director Candidates, Director Independence and Related
Person
Transactions
- The Committee shall establish criteria for selection of potential directors, taking into account all
factors it
considers appropriate, which at a minimum shall include, among other factors, strength of character,
mature
judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoints
(which
includes gender, ethnic or racial diversity, diversity of background, and/or other attributes that
result in a
more diverse and inclusive Board of Directors) and industry knowledge.
- The Committee shall
identify individuals believed to be qualified as candidates to serve on the Board of Directors and
recommend to
the Board of Directors candidates for all directorships to be filled by the Board of Directors or by the
stockholders at an annual or special meeting. In identifying candidates for membership on the Board of
Directors, the Committee shall take into account the criteria for selection established by the Committee
and the
extent to which the candidate would fill a present need on the Board of Directors. In fulfilling its
responsibilities as outlined above, the Committee shall consult from time to time, as appropriate, with
the
Chairman of the Board of Directors.
- The Committee shall review the qualifications and
independence of existing Board of Directors members on an annual basis. In addition, the Committee will,
at
least annually, review all directors’ service on the boards of other publicly-held entities to
ensure that
such service does not detract from a director’s ability to devote the necessary time and attention
to the
Company. The Committee will make recommendations to the full Board of Directors on whether each director
should
stand for re-election. The Committee shall recommend to the Board of Directors the removal of a director
where
appropriate.
- To avoid any potential conflicts of interest, the Committee will review and must
consent to any director’s appointment to any other for-profit entity board prior to such director
accepting such appointment.
- The Committee shall consider and make recommendations to the Board of Directors on matters relating to
the
retirement of Board of Directors members, including term limits or age caps.
- The Committee shall
conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible
candidates.
In that capacity, the Committee shall have sole authority to retain and to terminate any search firm to
be used
to assist it in identifying candidates to serve as directors of the Company, including sole authority to
approve
the fees payable to such search firm and any other terms of retention.
- The Committee shall
recommend to the Board of Directors standards for determining director independence consistent with the
requirements of the Securities and Exchange Commission, the NYSE and other applicable guidelines on best
practices. The Committee shall also periodically review the criteria for selection of directors
established by
the Board of Directors and recommend such changes in that criteria as the Committee determines to be
appropriate.
- The Committee shall consider questions of independence and possible conflicts of
interest of members of the Board of Directors and executive officers. The Committee shall be responsible
for
overseeing the implementation of the Company’s Policies and Procedures Regarding Related Person
Transactions for such persons.
- The Committee shall review and make recommendations, as the
Committee deems appropriate, regarding the composition and size of the Board of Directors in order to
ensure the
Board of Directors has the requisite expertise, and its membership consists of persons with sufficiently
diverse
and independent backgrounds, as necessary to promote the best overall interests of the Company and its
stockholders, taking into account the size and breadth of the Company’s business. In fulfilling
this
responsibility, the Committee shall, as appropriate, consult with the Chairman of the Board of
Directors.
- Committee shall establish the evaluation criteria for the Board of Directors’
annual self-evaluation. At least annually, and as circumstances otherwise dictate, the Committee shall
oversee
and manage evaluations of the Board of Directors in order to determine whether the Board of Directors
and its
committees are functioning effectively.
- The Committee has adopted a policy pursuant to which a stockholder who has owned at least 2% of the
Company’s outstanding shares of common stock for at least one year may recommend a director
candidate to
the Committee. The Committee will consider such candidate when there is a vacancy on the Board of
Directors
either as a result of a director resignation or an increase in the size of the Board of Directors. There
will
not be any difference between the manner in which the Committee evaluates a candidate timely recommended
by a
stockholder and the manner in which the Committee evaluates any other nominee, except that in no event
will a
candidate recommended by a stockholder be recommended for nomination by the Committee if such candidate
is not
independent as defined by NYSE listing standards. The Committee will have sole discretion as to whether
to
nominate any candidate recommended by a stockholder.
Committee Selection and Composition
- The Committee shall recommend members of the Board of Directors to serve on
the committees of the Board of Directors, giving consideration to the criteria for service on each
committee
as
set forth in the charter for such committee, as well as to any other factors the Committee deems
relevant,
and,
where appropriate, make recommendations regarding the removal of any member of any committee. In
fulfilling
this
responsibility, the Committee shall, as appropriate, consult with the Chairman of the Board of
Directors.
- The Committee shall recommend members of the Board of Directors to serve as the Chairperson of
the committees of the Board of Directors. In fulfilling this responsibility, the Committee shall consult
with
the Chairman of the Board of Directors and the Chief Executive Officer.
- The Committee shall
establish, monitor and recommend the purpose, structure and operations of the various committees of the
Board of
Directors and the qualifications and criteria for membership on each committee of the Board of
Directors. In
consultation with the Chairman and the Chief Executive Officer, the Committee will make recommendations
regarding periodic rotation of directors among the committees and submit such recommendations to the
entire
Board of Directors for final approval. The Committee shall recommend any term limitations of service on
any
Board of Directors committee.
- The Committee shall periodically review the charter and composition
of each committee of the Board of Directors and make recommendations to the Board of Directors for the
creation
of additional committees or the elimination of Board of Directors committees.
Corporate Governance
- The Committee shall consider the adequacy of the Certificate of Incorporation
and By-laws of the Company and recommend to the Board of Directors, as conditions dictate, that it
propose
amendments to the Certificate of Incorporation and By-laws for consideration by the Board of Directors
and/or
the stockholders, as appropriate.
- The Committee shall develop and recommend to the Board of
Directors a set of corporate governance guidelines appropriate for the Company and consistent with the
rules and
regulations of the NYSE, the Securities and Exchange Commission and best practices and shall keep
abreast of
developments with regard to corporate governance to enable the Committee to make recommendations to the
Board of
Directors in light of such developments as may be appropriate.
- The Committee shall periodically review the Company’s corporate governance guidelines and make
recommendations for
changes as in its judgment are appropriate.
- Review and make recommendations to the Board of Directors regarding stockholders’ proposals that
relate to
corporate governance.
Continuity/Succession Planning Process
- The Committee shall oversee and approve the Chief Executive Officer continuity planning process in
consultation with the Board of Directors, to address both succession in the ordinary course of business
and
contingency planning in the case of unexpected events. In this regard, the Committee shall review and
evaluate
the succession plan relating to the Chief Executive Officer and make recommendations to the Board of
Directors
with respect thereto.
Review and Reporting
- The Committee
shall develop and recommend to the Board of Directors for its approval an annual self-assessment process
of
the
Board of Directors and its committees. The Committee shall oversee, and communicate to the Board of
Directors
the results of, the annual self-assessment of the Board of Directors.
- The Committee shall report
regularly to the Board of Directors (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. The report to the Board of Directors may
take
the
form of an oral report by the Committee’s Chairperson or any other member of the Committee
designated
by
the Committee to make such report.
- The Committee shall maintain minutes or
other records of meetings and activities of the Committee.
Stockholders and Stock Ownership
- The Committee will maintain stock ownership guidelines for directors of the Company. These guidelines
may be
waived at the discretion of the Committee for directors joining the Board of Directors from government,
academia, or similar professions, or in other situations that the Committee may deem appropriate.
- The Committee will establish and maintain procedures for stockholders to communicate directly to a
particular
director, the non-management directors as a group, the Chairman of the Board of Directors or the lead
independent director, as applicable, or the full Board of Directors.
Code of Business Conduct and Ethics
The Committee shall periodically review the Company’s Code of Business Conduct and Ethics
and
take such actions as the Committee deems necessary or appropriate.
Board of Director’s Orientation & Education and Development Program
The Committee shall oversee and maintain a comprehensive orientation process for all new
directors.
The Committee shall also administer the Board of Director’s Education and Development Program and
shall
report
at least annually to the full Board of Directors on individual director compliance with the program
requirements.
The Committee may from time to time establish limitations or conditions on reimbursements to directors for
continuing education expenses.
Delegation to Subcommittees
The Committee shall have the authority to delegate any of its responsibilities to a subcommittee of the
Committee.
Studies and Investigations
The Committee shall have the power and authority to conduct or authorize studies and investigations into any
matter
of interest or concern within the scope of its responsibilities that the Committee deems appropriate, and
shall
have
the sole authority to retain independent counsel, consultants or other experts to assist in the conduct of
any
such
study or investigation, including the authority to approve fees payable to such experts and any other terms
of
retention.
Annual Performance Evaluation
The Committee shall review and evaluate, at least annually, the performance of the Committee, including
reviewing
the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at
least
annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this
Charter
that
the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in
such
manner as it deems appropriate.
Last revised: February 16, 2022