PAR PACIFIC HOLDINGS, INC.
AMENDED AND RESTATED NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Adopted as of February 20, 2020
The Nominating and Corporate Governance Committee (the "Committee") of the board of directors (the "Board") of Par Pacific Holdings, Inc., a Delaware corporation (the "Company"), shall consist of two or more directors. Each member of the Committee shall be independent in accordance with the rules of the New York Stock Exchange.
The members of the Committee shall be appointed by the Board. The members of the Committee shall serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at any time with or without cause.
The purpose of the Committee is to carry out the responsibilities delegated by the Board relating to the Company's director nominations process and procedures, developing and maintaining the Company's corporate governance policies and any related matters required by the federal securities laws, assisting the Board in identifying, evaluating and reviewing social, political and environmental trends and related risks that could affect the Company's business activities and performance, and considering and making recommendations for the Company's strategies related to corporate responsibility, contributions, and reputation management.
DUTIES AND RESPONSIBILITIES
The Committee shall have the following authority and responsibilities:
To determine the qualifications, skills and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the "Director Criteria").
To identify and screen individuals qualified to become members of the Board, consistent with the Director Criteria. The Committee shall consider any director candidates recommended by the Company's stockholders in compliance with Securities and Exchange Commission rules and regulations and described in the Company's proxy statement.
To select and approve the nominees for director to be submitted to a stockholder vote at the Company's annual meeting of stockholders, subject to approval by the Board.
To develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company, to review these principles at least once a year and to recommend any changes to the Board, and to oversee the Company's corporate governance practices, including reviewing and recommending to the Board for approval any changes to the other documents and policies in the Company's corporate governance framework, including its certificate of incorporation and by-laws.
To develop, subject to approval by the Board, a process for an annual evaluation of the Board and its committees and to oversee the conduct of this annual evaluation.
To review the Board's committee structure and composition and to make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairmen annually.
If a vacancy on the Board and/or any Board committee occurs, to identify and make recommendations to the Board regarding the selection and approval of candidates to fill such vacancy either by election by stockholders or appointment by the Board.
To develop director independence standards in addition to those required by the New York Stock Exchange and recommend such standards to the Board for approval.
To review and discuss with the Company's management the disclosure regarding the operations of the Committee and director independence, and to recommend that this disclosure be, included in the Company's proxy statement or annual report on Form 10-K, as applicable.
To assist the Board in identifying, evaluating, and monitoring public policy trends and social and political issues that could impact the Company's business activities and performance.
To periodically review, and make recommendations to the Board on, the Company's compliance with, the Company's policies, programs and practices regarding: (1) health, safety and environmental protection; (2) government relations and political contributions; (3) corporate philanthropy; and (4) corporate responsibility matters.
To consider and make recommendations to the Board about the Company's strategies related to corporate responsibility, contributions, and reputation management.
The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a director search firm as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation, and oversee the work, of the director search firm. The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of outside counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of its outside counsel and other advisors. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside counsel and any other advisors. However, the Committee shall not be required to implement or act consistently with the advice or recommendations of its director search firm, legal counsel or other advisor to the Committee, and the authority granted in this Charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties under this Charter.
STRUCTURE AND OPERATIONS
The Board shall designate a member of the Committee as the chairperson. The chairperson shall schedule and preside at all meetings of the Committee. In the absence of the chairperson, a majority of the members of the Committee present at a meeting shall appoint a member to preside at the meeting. The Committee shall meet at least two times a year at such times and places as it deems necessary to fulfill its responsibilities. The Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.
DELEGATION OF AUTHORITY
The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.
The Committee shall conduct an annual evaluation of the performance of its duties under this Charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.