Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Brightstar Corp. Form S-1 HTML 1.51M
2: EX-1.1 Form of Underwriting Agreement 47 192K
3: EX-10.47 Audit and Compliance Committee Charter of 5 21K
Brightstar Corp.
4: EX-10.48 Nominating and Corporate Governance Comittee 2 11K
Charter of Brightstar Corp.
5: EX-10.49 Compensation Committee Charter of Brightstar Corp. 2 10K
6: EX-10.57 Stock Purchase Agreement 26 110K
7: EX-10.58 Business Collaberation Agreement 9 32K
8: EX-21 List of Subsidiaries of Brightstar Corp. 1 9K
9: EX-23.2 Consent of Deloitte & Touche LLP 1 7K
EX-10.48 — Nominating and Corporate Governance Comittee Charter of Brightstar Corp.
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Exhibit 10.48
BRIGHTSTAR CORP. NOMINATING AND GOVERNANCE COMMITTEE CHARTER
PURPOSE
The purpose of the Nominating and Governance Committee (the "Committee") is to:
o Assist the Board by identifying and recommending individuals
qualified to become Board members, consistent with criteria
approved by the Board
o Recommend, for the Board's approval, the slate of nominees to
be proposed by the Board to stockholders for election to the
Board
o Recommend appropriate policies and procedures to ensure the
effective functioning of the Board
o [DEVELOP AND RECOMMEND TO THE BOARD THE GOVERNANCE PRINCIPLES
APPLICABLE TO BRIGHTSTAR CORP.]
o Oversee the evaluation of the Board and management
o Recommend to the Board the directors who will serve on each
committee of the Board
APPOINTMENT, MEMBERSHIP AND ORGANIZATION
The Nominating and Governance Committee will be made up of no fewer than three
(3) independent members. The Committee's members are appointed by the Board. The
Board decides the exact number of members and can at any time remove or replace
a Committee member. Each of the Committee's members will be appointed by the
Board and will meet the requirements of the rules of the Nasdaq Stock Market,
including those related to independence. The Board, or a majority of the
Committee, may designate one of the Committee members as the Chair of this
Committee. The Committee may also form and delegate authority to subcommittees
as the Committee may deem appropriate.
RESPONSIBILITIES AND AUTHORITY
The Nominating and Governance Committee will:
1. Evaluate the composition, size, organization and governance of
the Board and its committees; determine future requirements;
make recommendations to the Board about the appointment of
directors to committees of the Board; and recommend the
selection of chairs of these committees to the Board.
2. Develop, review, establish and evaluate the corporate
governance policies, practices and procedures of Brightstar
Corp.
3. Establish a policy for considering stockholder nominees for
election to the Board.
4. Recommend ways to enhance communications and relations with
stockholders.
5. Evaluate and recommend candidates for election to the Board of
Directors consistent with criteria approved by the Board. In
this regard, in the event that the Committee will not be
recommending an incumbent director for inclusion in the slate
of nominees to be proposed by the Board to the stockholders
for election to the Board, and provided that the incumbent
director has not notified the Committee that he or she will be
resigning or that he or she does not intend to stand for
re-election to the Board, then, in the case of an election to
be held at an annual meeting of stockholders, the Committee
will recommend the slate of nominees to the Board of Directors
at least thirty (30) days prior to the latest date required by
the provisions of Sections 1.7 (advance notice of stockholder
business) and 1.8(A) (advance notice of director nominations)
of Brightstar Corp.'s Bylaws (as such provisions may be
amended from time to time) for stockholders to submit
nominations for directors at such annual meeting, or in the
case of an election to be held at a special meeting of
stockholders, at least ten (10) days prior to the latest date
required by the
provisions of Sections 1.7 and 1.8(A) of the Bylaws for
stockholders to submit nominations for directors at a special
meeting.
6. Oversee the Board's performance and self-evaluation process,
including conducting surveys of director observations,
suggestions and preferences regarding how effectively the
board operates. The Committee also will evaluate the
participation of members of the Board in continuing education
activities in accordance with Nasdaq rules.
7. Evaluate and recommend termination of service of individual
members of the Board as appropriate, in accordance with the
Board's governance principles, for cause or for other proper
reasons
8. Make regular written reports to the Board.
9. Review and re-examine this Charter on a periodic basis and
make recommendations to the Board regarding any proposed
changes.
10. Review annually the Committee's own performance against
responsibilities outlined in this Charter and as otherwise
established by the Board.
In performing its responsibilities, the Nominating and Governance Committee will
have the authority to obtain advice, reports or opinions from internal or
external counsel and expert advisors, including director search firms.
MEETINGS AND MINUTES
The Nominating and Governance Committee will meet at least once per quarter and
will also meet, as required or appropriate, in response to the needs of the
Board and as necessary to fulfill the Committee's responsibilities. The
Chairperson will preside at each meeting of the Committee and, in consultation
with the other members of the Committee, shall set the frequency and length of
each meeting and the agenda items to be addressed at each meeting. The Committee
will maintain written minutes of its meetings and shall make regular reports to
the Board on its activities. Such reports will generally be made after each
Committee meeting or at such other times as the Committee may deem appropriate.
DISCLOSURE OF CHARTER
This Charter will be made available on Brightstar Corp.'s website at
WWW.BRIGHTSTARCORP.COM.
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