The Committee shall meet at least once a year. However, additional meetings may be called at any time at the Committee Chairman’s discretion or if requested to do so by any member or the Board.

In the absence of the Committee Chairman, the remaining members present shall elect one of the independent non-executive members as chairman of the meeting.

A member of the Committee shall abstain from participating in discussions and decisions on matters directly involving him/her to avoid a conflict of interest situation.

Other Board members, Executive Directors and/or other appropriate officers may attend meetings upon the invitation of the Committee.