The following corporate governance document can also be downloaded as a
Microsoft Word document or an Adobe PDF. Click one of the icons to the right
to view the document in that format.
Nominating / Corporate Governance Committee Charter
1.1 The Nominating / Corporate Governance Committee ("Committee") of the
Board of Directors ("Board") of Arkansas Best Corporation ("ABC") shall consist of
"independent directors," as such term may be defined and to the extent required from
time-to-time under applicable rules of the Securities and Exchange Commission and/or
NASDAQ or any other exchange or market on which ABC’s securities may be traded.
1.2 Annually the Board shall designate the size of and appoint the members of the
Committee. Members shall serve at the discretion of the Board and for such term or terms
as the Board may determine.
Committee Purpose and Responsibilities
The Committee shall have the purpose and responsibilities to:
2.1 (a) Identify and select individuals believed to be qualified to become Board
members and recommend to the Board for its approval, the nominees to stand for election
as directors at the annual meeting of stockholders, or if applicable, at a special meeting of
(b) Develop potential director candidates for consideration in the event of a
vacancy on the Board of Directors.
2.2 Review, at least annually, the corporate governance issues relevant to the
Company, the adequacy of the Company's corporate governance standards, and propose
actions on matters of corporate governance to the Board.
2.3 Review and approve the disclosure in ABC's annual proxy statement
regarding the operation of the Committee and the director nomination process.
2.4 Report to the Board on any action taken or recommendations relating to the
nomination of Board members.
2.5 Periodically, review and make recommendations, if any, to the Board with
respect to size, structure, composition, processes and practices of the Board and Board
2.6 Review the independence of Board members and assess if the members are
meeting the applicable independence standards required to serve on the various Board
2.7 Work with the Board to identify and evaluate potential successors for the
Company's Chief Executive Officer and periodically make recommendations for the
Board's approval for the hiring of a Chief Executive Officer and succession planning.
2.8 Periodically review the compensation paid to non-employee Directors for
their services on the Board and its committees and recommend any changes considered
appropriate to the Board for its approval.
2.9 Monitor significant developments in the practice and regulation of corporate
governance and of the duties and responsibilities of each director.
2.10 Perform any other duties or responsibilities expressly delegated to the
Committee by the Board from time-to-time.
Committee Structure and Operations
3.1 The Chairman of the Board shall designate one member of the Committee as
its Chairman. The Committee shall meet in person or telephonically at least once a year,
and more frequently as needed at times and places as set by the Committee Chairman.
Meetings of the Committee shall be called by the Committee Chairman upon such notice
as is provided for in ABC's bylaws with respect to meetings of the Board. The
Committee may also take actions by unanimous written consent, when deemed necessary
or desirable by the Committee.
3.2 A majority of the members shall constitute a quorum. Actions taken at a
meeting, to be valid, shall require the approval of a majority of the members present and
3.3 The Committee shall keep written minutes of its meetings and ABC's
Secretary shall maintain such minutes.
3.4 The Committee shall have authority to select and retain consultants or search
firms to aide it in its search for appropriate candidates as well as such other advisors as it
3.5 The Committee may form and delegate authority to subcommittees when
appropriate, provided that the decision of such subcommittee shall be presented to the
Committee at its next scheduled meeting.
3.6 The Committee's performance shall be reviewed, not less than annually, by