Mobiquity Technologies, Inc.
Nominating and Corporate Governance Committee Charter
Effective as of December 8, 2021
The purpose of Mobiquity Technologies, Inc.’s (the “Company”) Nominating and Corporate Governance Committee is:
1. To identify and recommend to the Board of Directors of the Company (the “Board”) individuals qualified to become Board members and to recommend to the Board the director nominees for election at the annual meetings of shareholders or for appointment to fill vacancies;
2. To advise the Board about appropriate composition of the Board and its committees and recommend to the Board proposed directors to serve on each Board committee; and
3. To develop and periodically review and evaluate the Company’s Corporate Governance Guidelines and recommend any appropriate changes to the Board.
The Committee shall be comprised of three (3) or more directors appointed by the Board. The members of the Committee shall be independent directors, and meet the independence requirements as outlined per the rules of the Nasdaq Stock Market, LLC (“Nasdaq”) and the Securities and Exchange Commission, the Committee may have except that one (1) member of the Committee who does not meet the Nasdaq independent standards if:
1. Such Committee Member is not a current executive officer or employee of the Company or a family member of any current executive officer of the Company; and
2. The Board determines, under exceptional and limited circumstances, that the director’s membership on the Committee is in the best interests of the Company and its Shareholders.
If the Company has one (1) Committee Member who does not meet Nasdaq’s independence standards under this exception, it shall disclose the following on its website or in its next proxy statement (or, if applicable, Annual Report on Form 10-K):
1. The nature of the relationships that caused the director to fail to meet Nasdaq’s standards.
2. The reasons for the board’s determination that the director’s membership on the Committee serves the best interests of the company and its shareholders.
3. If necessary, any information required by Instruction 1 to Item 407(a) of Securities and Exchange Commission Regulation S-K regarding the Company’s reliance on this exception, including the following information:
a. the exemption that the Company is relying on: that it can have a non-independent member of the Committee in accordance with Nasdaq rules; and
b. an explanation of the basis for its conclusion that this exemption is applicable.
The Committee member appointed under this exception cannot serve on the Committee for more than two (2) years.
Members of the Committee shall be appointed and removed only by the Board. The Chairperson of the committee shall be selected by the affirmative vote of the majority of the Committee. A majority of the members of the Committee present at any of its meetings shall comprise a quorum.
The Committee shall meet at least once annually, and at such other times as it deems necessary to fulfill its responsibilities and duties set forth in the Charter. The Committee shall keep a written record of its meetings and actions and shall file a copy of such record in the corporate minutes of the Company.
IV. Responsibilities and Duties
1. The Committee shall identify and recommend to the Board candidates for election or re-election to the Board, or for appointment to fill any vacancy that is anticipated or has arisen on the Board. In doing so, the Committee shall consider the appropriate size and the current composition of the Board in light of the characteristics of independence, diversity, skills, experience, availability of service to the Company and tenure of its members, and of the Board’s anticipated needs.
2. The Committee shall review qualified candidates for the Board recommended by various sources including shareholders. The process for stockholders to submit their recommendations for candidates for the Board is discussed in the Company’s annual proxy statement.
3. The Committee shall ensure that the appropriate number of members of the Board are independent directors and that each committee of the Board contains exclusively or, if appropriate, a majority of members that are independent to the extent required by law, applicable listing standards, the Company’s articles or bylaws, or the Company’s corporate governance guidelines.
4. The Committee shall, upon a significant change in a director’s personal circumstances or in the event a significant ongoing time commitment arises that may be inconsistent with a director’s service on the Board, review, as appropriate and in light of the then current Board policies, the continued Board membership of such director.
5. The Committee shall review on an annual basis the Board’s committee structure and may recommend to the Board for its approval directors to serve as members
and chairs of each committee. The Committee may also recommend additional members to fill vacancies on Board committees as needed.
6. The Committee shall assess and make recommendations concerning overall corporate governance including, without limitation, proposed changes to the Company’s corporate governance principles or guidelines, to the extent specific matters are not the assigned responsibility of other Board committees.
7. The Committee shall, on an annual basis, review and discuss the Company’s Code of Business Conduct and Ethics and consider whether amendments to it are required or appropriate.
8. The Committee shall, on an annual basis, review and discuss the Company’s Corporate Governance Guidelines and consider whether amendments to it are required or appropriate.
9. The Committee shall, on an annual basis, review and reassess the adequacy of the charters of the Company’s Audit Committee, the Compensation Committee and the Governance and Nominating Committee.
10. The Committee shall, on an annual basis, oversee the Board’s annual self-evaluation to determine whether the Board and its committees are functioning effectively.
The Nominating Committee will be given the resources and authority necessary to discharge its duties and responsibilities, including unrestricted access to Company personnel, records and documents. The Nominating Committee will also have the authority to engage and obtain advice and assistance from internal or external legal, accounting or other advisors, as it deems necessary or appropriate. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.