I. Purpose

The Corporate Governance and Nominating Committee (the "Committee") of the Board of Directors (the “Board”) of Manhattan Bridge Capital, Inc. (the “Company”) is to exercise the responsibilities and duties set forth below, including but not limited to: (1) identify individuals qualified to become Board members, consistent with criteria approved by the Board, and to recommend candidates to the entire Board for nomination or selection as Board members for each annual meeting of shareholders (or special meeting of shareholders at which Directors are to be elected) or when vacancies occur; (2) perform certain assessments of the Board and Company management; and (3) develop and recommend to the Board a set of corporate governance principles applicable to the Company.

II. STRUCTURE AND MEMBERSHIP

The Committee shall consist of no fewer than two members. Each member of the Committee shall be independent as defined by the independence requirements or other qualification requirements of The Nasdaq Stock Market LLC (the “Nasdaq”), the Securities and Exchange Commission or the Company’s governing documents, and any other applicable laws and regulations.

 

Chair

The Board shall appoint the members of the Committee, and elect the Chair of the Committee. The members of the Committee shall serve until their successors are appointed and qualify and shall designate the Chairman of the Committee.

 

Compensation

Members of the Committee may receive compensation for their service as Committee members, as determined by the Board.

 

Selection and Removal

Members of the Committee shall be appointed by the Board. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, provided that any new member satisfies the independence requirements established by Nasdaq. The Board may remove members of the Committee from such committee, with or without cause.

III. RESPONSIBILITIES AND AUTHORITY

Assessments of the Board and Company Management

The Committee shall:

1. Review annually the composition of the Board as a whole and recommend to the Board, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by the rules of the Nasdaq;
2. Recommend to the Board the director nominees for each annual meeting of shareholders of the Company.
3. Develop and recommend to the Board a set of corporate governance principles applicable to the Company.
4. Develop qualification criteria for Board members and actively identify individuals qualified to become Board members for recommendation to the Board. As part of its process, the Committee shall consider nominees proposed by stockholders of the Company. In considering possible candidates for election as a director, the Committee shall be guided by the following principles: (a) each director should be an individual of the highest character and integrity; (b) each director should have substantial experience which is of particular relevance to the Company; (c) each director should have sufficient time available to devote to the affairs of the Company; and (d) each director should represent the best interests of the stockholders as a whole rather than special interest groups.
5. Oversee the evaluation of the executive management of the Company and make recommendations to the Board as appropriate.
6. Review and make recommendations to the Board regarding the Company’s responses to stockholder proposals.
7. Receive comments from all directors and report annually to the Board with an assessment of the Board’s performance, to be discussed with the full Board following the end of each fiscal year.
8. Review and monitor the Company’s code of ethics and insider trading policy.

Directors Nominees

1. The Committee shall oversee the composition and size of the Board, develop qualification criteria for Board members, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board.
2. The Committee shall, in its discretion, consider candidates for nominees as directors that are recommended by shareholders. Shareholder recommendations for a director nominee must be made by written notice to the Chair of the Committee and should contain or be accompanied by such information and documents relating to the recommended nominee and shareholder(s) that such shareholder(s) believe are relevant to the Committee’s consideration. In considering such a shareholder recommendation, the Committee may request additional information concerning the recommended nominee or the applicable shareholder or shareholders. The foregoing applies only to recommendations made to the Committee; shareholders seeking to make nominations for election to the Board must do so in accordance with the Company’s Articles of Organization and Bylaws, each as amended from time to time, and applicable law.

IV. PROCEDURES AND ADMINISTRATION

1. The Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee may also act by unanimous written consent in lieu of a meeting. The Committee shall keep such records of its meetings as it shall deem appropriate.
2. The Committee may form and delegate authority to subcommittees when appropriate. Any subcommittee shall be subject to this Charter. The decisions or other actions of any subcommittees to which authority is delegated under this paragraph shall be presented to the full Committee at its next regularly scheduled meeting.
3. The Committee shall annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

V. ADVISERS

The Committee shall have the authority, in its sole discretion, to retain and terminate (or obtain advice from) advisers to assist it in the performance of its responsibilities under this Charter. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention.

 

The Committee shall have available appropriate funding from the Company for compensation of any adviser engaged by the Committee and payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its responsibilities.

VI. GENERAL PROVISIONS

The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or adviser of the Corporation to meet with the Committee or any advisers engaged by the Committee.

 

While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained herein is intended to create, or should be construed as creating for the members of the Committee any responsibility or liability, except to the extent otherwise provided under applicable federal or state law.

 

This Charter amends in its entirety and replaces the charter of the Committee as heretofore in effect.