The Compensation and Corporate Governance Committee (the “Committee”) of Thomas Group, Inc. (the “Company”) shall have the following duties and responsibilities, subject to oversight and approval by the full Board of Directors (the “Board”).
The Committee shall meet at least once a year at the call of the chairman of the Committee.
Each member of the Committee shall have one vote. A quorum of the Committee shall consist of not less than three (3) members. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members present at any meeting at which a quorum of its members present, or by the unanimous written consent of all of the Committee members.
If practicable, as so determined by the Board of Directors, each member of the Committee shall be an “independent director” as defined by the applicable rules of the NASDAQ Stock Market and Securities and Exchange Commission.
The Committee shall maintain and submit to the Board copies of minutes of each meeting of the Committee, and each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee since the preceding meeting of the Board.
The Committee shall perform such other responsibilities as may be delegated to the Committee from time to time by the Board.
The Committee may contract and/or retain independent consultants and other such resources as necessary and appropriate to carry out its responsibilities.
In connection with the discharge of the Committee’s duties and responsibilities, the Committee is hereby granted authority and power to perform the following duties and responsibilities and all matters related thereto. The Committee shall function in three areas: Compensation, Corporate Governance, and Nominating and shall have the duties set forth below with respect to each function: