Nominating Committee Charter
The Board of Directors of Kansas City Life Insurance Company shall appoint from its members a Nominating Committee. The Nominating Committee shall be composed of at least three members of the Board of Directors. Vacancies shall be filled by the Board of Directors as provided by the Company’s Bylaws and Articles of Incorporation.
Independence of Members
Appointments to the Nominating Committee shall comply with standards promulgated by the Securities and Exchange Commission and the NASDAQ Stock Market, LLC.
Meetings, Quorum, Informal Actions, Minutes
The Nominating Committee shall meet as deemed necessary, but no less than once per year. Meetings may be called by the Chair of the Nominating Committee. A majority of the members of the Nominating Committee shall constitute a quorum. Concurrence of a majority of the quorum (or, in case a quorum at the time consists of two members of the Committee, both members present) shall be required to take formal action of the Nominating Committee.
The Nominating Committee may act by unanimous written consent, and may conduct meetings via conference telephone or similar communication equipment.
Members of the Nominating Committee may meet informally with officers or employees of the Company and its subsidiaries and may conduct informal inquiries and studies without the necessity of formal meetings. The Nominating Committee may delegate to its chair or to one or more of its members the responsibility for performing routine functions.
The Nominating committee shall:
Identify candidates whom the committee believes are qualified to become board members in accordance with the nominating criteria set forth below, and recommend that the board nominate such candidates to stand for election at the next meeting of shareholders of the Company in which directors will be elected.
In the event there is a vacancy on the board, identify candidates whom the committee believes are qualified to become board members in accordance with the nominating criteria set forth below, and recommend that the board select such candidates for appointment to the board.
Review and evaluate all shareholder’s candidates for director in accordance with the nominating criteria set forth below.
Recommend Committee Chairperson.
Perform such other duties or responsibilities consistent with this charter expressly delegated to the committee by the board.
Report the Committee's activities to the full Board of Directors on a regular basis.
Review and assess the adequacy of this Charter on an annual basis.
In evaluating candidates for nomination to the board, the committee shall comply with the applicable requirements for directors under the standards promulgated by the Securities and Exchange Commission and the listing standards of the NASD Stock Market, LLC. The committee may take into consideration such other factors and criteria as it deems appropriate in evaluating a candidate, including his or her knowledge, expertise, skills, integrity, diversity, judgment, business or other experience, and reputation in the business community. The committee may (but is not required to) consider candidates suggested by management, other members of the board, or shareholders. Nominations shall be governed by the Company’s Bylaws and Articles of Incorporation.
The Nominating Committee is authorized to employ the services of such Counsel, consultants, experts and personnel, including persons already employed or engaged by the Company, as the Committee may deem reasonably necessary to enable it to fully perform its duties and fulfill its responsibilities. The Nominating Committee shall determine the appropriate funding that the Company shall provide for payments of compensation to any experts employed by the Nominating Committee.