Governance
Board Committee Charters
Comprehensive charters defining the composition, responsibilities, and operating procedures of NDB's Board committees.
Last Updated: January 2025
Audit Committee Charter
Oversight of financial reporting, internal controls, and audit processes
Purpose
The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of the Company's financial statements, the Company's compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, and the performance of the Company's internal audit function and independent auditors.
Composition
- • The Committee shall consist of at least three directors
- • All members must be independent as defined by applicable securities laws and exchange listing standards
- • All members must be financially literate
- • At least one member must be an "audit committee financial expert" as defined by SEC regulations
- • Members are appointed annually by the Board and serve at the Board's discretion
Key Responsibilities
Financial Reporting
- • Review and discuss annual and quarterly financial statements with management and independent auditors
- • Review earnings press releases and financial information provided to analysts and rating agencies
- • Discuss significant accounting policies, estimates, and judgments with management and auditors
- • Review management's assessment of internal control over financial reporting
Independent Auditors
- • Have sole authority to appoint, retain, compensate, and oversee independent auditors
- • Pre-approve all audit and non-audit services provided by independent auditors
- • Review and evaluate the lead audit partner and ensure rotation as required
- • Obtain and review annual report on auditor independence
- • Resolve disagreements between management and auditors regarding financial reporting
Risk Management and Compliance
- • Discuss policies with respect to risk assessment and risk management
- • Review compliance with legal and regulatory requirements
- • Establish procedures for receipt and treatment of complaints regarding accounting or auditing matters
- • Review related party transactions for potential conflicts of interest
- • Oversee the Company's cybersecurity risk management program
Internal Audit
- • Review and approve the internal audit function's charter, plans, and budget
- • Review significant findings and management's responses
- • Ensure the internal audit function has adequate resources and access to information
Meetings
- • The Committee shall meet at least quarterly, or more frequently as circumstances require
- • The Committee shall meet separately with management, internal auditors, and independent auditors
- • A majority of members constitutes a quorum
- • The Committee shall maintain minutes of meetings and report regularly to the Board
Compensation Committee Charter
Executive compensation, incentive plans, and equity awards
Purpose
The Compensation Committee assists the Board in discharging its responsibilities relating to compensation of the Company's executives and directors, including reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating CEO performance, and determining CEO compensation based on this evaluation.
Composition
- • The Committee shall consist of at least two directors
- • All members must be independent as defined by applicable securities laws and exchange listing standards
- • All members must qualify as "non-employee directors" under SEC Rule 16b-3
- • Members are appointed annually by the Board and serve at the Board's discretion
Key Responsibilities
Executive Compensation
- • Review and approve corporate goals and objectives for CEO compensation
- • Evaluate CEO performance and determine CEO compensation
- • Review and approve compensation for other executive officers
- • Review and approve employment agreements, severance arrangements, and change-in-control provisions
- • Ensure compensation programs support the Company's business strategy and objectives
Incentive and Equity Compensation
- • Review and approve incentive compensation and equity-based plans
- • Administer equity compensation plans and approve grants to executives
- • Review performance metrics and targets for incentive plans
- • Certify achievement of performance goals before payment of performance-based compensation
Director Compensation
- • Review and recommend to the Board compensation for non-employee directors
- • Review director stock ownership guidelines
- • Periodically review director compensation relative to peer companies
Compensation Disclosure
- • Review and discuss Compensation Discussion and Analysis (CD&A) with management
- • Recommend to the Board inclusion of CD&A in proxy statement
- • Prepare annual Compensation Committee Report for proxy statement
- • Review and approve proxy statement disclosure regarding executive compensation
Risk Oversight
- • Review compensation policies and practices to ensure they do not encourage excessive risk-taking
- • Consider the relationship between risk management and compensation
- • Review succession planning for CEO and other key executives
Authority and Resources
- • The Committee has authority to retain and terminate compensation consultants, legal counsel, and other advisors
- • The Committee shall assess the independence of any compensation consultant or advisor
- • The Company shall provide appropriate funding for compensation of advisors retained by the Committee
Meetings
- • The Committee shall meet at least twice annually, or more frequently as circumstances require
- • The Committee may meet in executive session without management present
- • A majority of members constitutes a quorum
- • The Committee shall maintain minutes of meetings and report regularly to the Board
Nominating & Governance Committee Charter
Board composition, director nominations, and corporate governance practices
Purpose
The Nominating and Corporate Governance Committee assists the Board in identifying qualified individuals to become Board members, determining the composition of the Board and its committees, monitoring the effectiveness of the Board and management, and developing and implementing the Company's corporate governance principles.
Composition
- • The Committee shall consist of at least two directors
- • All members must be independent as defined by applicable securities laws and exchange listing standards
- • Members are appointed annually by the Board and serve at the Board's discretion
Key Responsibilities
Board Composition and Nominations
- • Establish criteria for Board membership, including skills, experience, and diversity
- • Identify and evaluate candidates for Board membership
- • Recommend director nominees to the Board for election at annual meetings
- • Review and recommend candidates to fill Board vacancies
- • Consider director candidates recommended by shareholders
- • Assess Board composition and recommend changes as needed
Committee Composition
- • Recommend directors for appointment to Board committees
- • Recommend committee chairs to the Board
- • Review committee structure and recommend changes as needed
- • Monitor committee member independence and qualifications
Corporate Governance
- • Develop and recommend Corporate Governance Guidelines to the Board
- • Review and recommend updates to governance policies and practices
- • Monitor compliance with Corporate Governance Guidelines
- • Review and recommend Code of Business Conduct and Ethics
- • Oversee annual evaluation of Board and committee performance
- • Review director orientation and continuing education programs
Board Leadership and Succession
- • Review Board leadership structure and recommend changes as appropriate
- • Plan for Board succession and director recruitment
- • Review director tenure and retirement policies
- • Oversee CEO succession planning process
ESG and Sustainability
- • Oversee the Company's environmental, social, and governance (ESG) initiatives
- • Review sustainability reporting and disclosures
- • Monitor stakeholder engagement on governance matters
- • Review diversity, equity, and inclusion policies and practices
Meetings
- • The Committee shall meet at least twice annually, or more frequently as circumstances require
- • A majority of members constitutes a quorum
- • The Committee shall maintain minutes of meetings and report regularly to the Board
These charters are reviewed annually by the respective committees and the Board of Directors. The Board may amend these charters at any time as it deems appropriate.
For questions about these charters, please contact the Corporate Secretary.