Nominating Committee
BALDWIN TECHNOLOGY COMPANY, INC.
CHARTER
OF THE
NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS
1. PURPOSE.
The Nominating Committee (the “Committee") of the Board of Directors (the “Board”) of Baldwin Technology Company, Inc. (the “Company”) assists the Board in achieving the highest possible level of performance in fulfilling its oversight responsibilities. The Committee will implement processes to assess the Board and its committees, and review the Board’s required status, experience, mix of skills and other qualities to assure appropriate Board composition. In performing its duties, the Committee will maintain effective working relationships with the Board and the Company’s management.
2. MEMBERSHIP.
The Committee will be composed of at least three members, including a Chairperson, each of whom will be appointed by the Board and will serve at the pleasure of the Board. All of the members of the Committee will be independent directors, meaning directors who are independent of the management of the Company and free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as Committee members. The Board may designate one or more Directors as alternative members of the Committee, who may replace any absent or disqualified member or members at any meetings of the Committee. No person may be a member or alternative member of the Committee if his or her service on the Committee would violate any restriction on service imposed by any rule of the United States Securities and Exchange Commission or any exchange on which shares of the common stock of the Company are traded.
3. MEETINGS.
The Committee will meet at least two times each year and more frequently if the Chairperson of the Committee, in consultation with Committee members, determines that circumstances warrant. The Committee may ask members of management or others whose advice and counsel are relevant to the issues then being considered by the Committee, to attend such meetings and to provide such relevant information as the Committee may request. The Committee will keep written minutes of its meetings, which minutes will be recorded or filed with the books and records of the Company.
4. COMMITTEE RESPONSIBILITIES.
The Committee will have the following responsibilities:
1. To evaluate the qualifications of candidates for Board membership and recommend to the Board nominees for open or newly created director positions;
2. To consider nominees recommended by stockholders as long as such recommendations are received at least 120 days before the stockholders meet to elect directors;
3. To periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board, and submit to the Board on an annual basis a report summarizing its conclusions regarding these matters;
4. To provide an orientation and education program for Directors; and
5. To perform such other duties as the Board may assign to the Committee.
The Committee will review this Charter not less often than annually and will recommend to the Board such changes therein as the Committee deems appropriate.
5. INVESTIGATIONS AND STUDIES.
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities as described above, and may retain, at the expense of the Company, independent counsel or other consultants necessary to assist in any such investigation or study.
June 2010