The purpose of this meeting is to represent and assist the Board in performing its responsibilities with respect to identifying and nominating candidates for election as Directors to the Board and Officers of the Company and, overseeing the Company’s corporate governance practices.  The Committee’s role includes a particular focus on:  (1)  selecting, recommending to the Board for nomination, and evaluating directors   (including   developing   the   criteria   for   those   matters);   (2)   assessing   director independence and conflict of interest issues; (3) recommending policies regarding Board structure, composition, committees, and size; and (4) performing a leadership role in shaping the Company’s corporate governance.