STATEMENT OF POLICY |
The Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Net Element International, Inc. (the “Company”), has the responsibility and authority to (i) identify individuals qualified to become Board members; (ii) select or recommend to the Board director nominees for each election of directors; (iii) develop and recommend to the Board criteria for selecting qualified director candidates; (iv) consider committee member qualifications, appointment and removal; (v) recommend corporate governance principles and a code of business conduct and ethics applicable to the Company; and (vi) provide oversight in the evaluation of the Board and each committee. |
ORGANIZATION AND MEMBERSHIP REQUIREMENTS |
The Committee shall be appointed annually by the Board and shall be comprised of at least two (2) directors, each of whom must be determined by the Board to be “independent” under the rules of The NASDAQ Stock Market LLC ( “NASDAQ”) and the Company’s independence guidelines; provided that a director who does not meet the independence criteria of NASDAQ may, subject to the approval of the Board, serve on the Committee pursuant to, and subject to the limitation under, the “exceptional and limited circumstances” exception as provided under the rules of NASDAQ. Each member of the Committee shall serve until his or her successor is duly elected and qualified or until such member’s earlier resignation, removal or death. Any member of the Committee may be removed or replaced by the Board. Unless a chairman is elected by the full Board, the members of the Committee may designate a chairman by majority vote of the full Committee membership. The Chair shall preside at all regular meetings of the Committee and set the agenda for each Committee meeting. In fulfilling its responsibilities, the Committee shall, to the extent permitted by law, be entitled to delegate any or all of its responsibilities to one or more subcommittees of the Committee comprised of one or more members of the Committee. The Committee shall have the authority to obtain advice or assistance from consultants, legal counsel, accounting or other advisors as appropriate to perform its duties hereunder, and to determine the terms, costs and fees for such engagements. Without limitation, the Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates and to determine and approve the terms, costs and fees for such engagements. The fees and costs of any consultant or advisor engaged by the Committee to assist the Committee in performing its duties hereunder shall be borne by the Company. |
MEETINGS |
The Committee shall meet as often as it deems necessary to fulfill its responsibilities hereunder, but not less than once a year, and may meet with management or individual directors at such time as it deems appropriate to discuss any matters before the Committee. The Committee may request that any employee of the Company attend any of its meetings or meet with any Committee member or consultant. The Committee shall meet periodically in executive session without the presence of management. Formal action to be taken by the Committee shall be by unanimous written consent or by the affirmative vote of at least a majority of the members present (in person or by telephone conference call) at a meeting at which a quorum is present. A quorum shall consist of at least a majority of the members of the Committee. Any actions taken by the Committee during any period in which one or more of the members fail for any reason to meet the membership requirements set forth above shall still constitute duly authorized actions of the Committee for all corporate purposes. The Committee shall maintain written minutes of its meetings which will be filed with the minutes of the meetings of the Board. |
COMMITTEE AUTHORITY AND RESPONSIBILITY |
The Committee shall have the following authority and responsibilities, subject to such modification and additional authority as the Board may approve from time to time:
The Committee shall review on at least an annual basis the scope of responsibilities of the Committee and the Committee's performance of its duties. Any proposed changes to this Charter or the scope of responsibilities of the Committee, where indicated shall be referred to the Board of appropriate action. |
Jon Najarian |
Najarian is a professional investor, money manager and media analyst. He is a co-founder of Investitute, LLC, the industry leading options education firm that recently launched “Crypto Basics,” new educational course which covers the basics of cryptocurrency, blockchain technology, altcoins and Initial Coin Offerings (ICOs). Najarian is also a host of the International ICO Channel, a part of CoinBoost, whose goal is to bridge the divide between blockchain and mainstream media by offering distribution to traditional financial media outlets. In 2016, Najarian and his brother Pete co-founded Najarian Advisors, a company advising institutional investors on options strategies. The brothers invest in and work with start-ups via Rebellion Partners, a venture consulting firm they launched in 2015.
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Todd Raarup |
Todd Raarup is currently CEO of Najarian Advisors, a Registered Investment Advisor he Co-Founded in 2017. Prior to founding Najarian Advisor. Mr. Raarup held a series of senior management roles at Citigroup Global Equities and Knight Trading Group. From 2005 to 2012 he was Global Head of Trading Analytics and Technology Strategy and Co-Head of Derivative Execution Services which provided market access products to Institutional and Broker Dealer Customers. From 2000-2004, Mr. Raarup was Head of Knight Execution Partners and Head of Options Floor Trading prior to that. From 1995 to 1999 he traded listed options for Arbitrade LLC, both on the CBOE trading floor and in London. He started his career as a CBOE floor trader for Mercury Trading from 1990 to 1994. Mr. Raarup graduated from the University of Chicago Booth School of Business with an MBA in Analytical Finance and Econometrics and from Gustavus Adolphus College with BA in Economics and Religious Studies. |