The Nominating & Corporate Governance Committee of L&L International Holdings, Inc. (the "Company") is
appointed by the Board of Directors (the "Board") to:
1) assist the Board in identifying individuals qualified to become members of the Board and executive officers of
the Company,
2) select, or recommend that the Board select, director nominees for election as directors by the stockholders of
the Company;
3) develop and recommend to the Board a set of effective governance policies and procedures applicable to the
Company;
4) lead the Board in its annual review of the Board's performance;
5) recommend to the Board director nominees for each committee,
6) make recommendations regarding committee purpose, structure and operations, and
7) oversee and approve a management continuity planning process.
II. Committee Composition.
The Committee shall be comprised of three or more members of the Board. The members of the Committee shall
satisfy all applicable requirements then in effect of the NASDAQ, Inc. (the "NASDAQ"), or any stock exchange or
national securities association on which the Company's securities are listed or quoted and any other applicable
regulatory requirements, including without limitation requirements relating to director independence, nomination
and size of the Committee.
The members of the Committee shall be appointed by the Board and shall serve until such member's successor is
duly elected and qualified or until such member's earlier resignation, retirement, removal from office or death. The
members of the Committee may be removed, with or without cause, by a majority vote of the Board. If been
removed, member shall not make any legal or regulatory action against the Company.
Chairman of the Committee must be an independent member of the Board, who does not hold any management
position of the Company. The first Chairman of the Committee is Mr. Joe Borich. Unless a Chairman is the members
of the Committee shall vote a new Chairman (who must be an independent Board Member) by majority vote of the
full Board. The Chairman will chair all meetings of the Committee and set the agendas for Committee meetings. The
Chairman shall establish an annual calendar with a proposed agenda of corporate governance matters and
nominations to be addressed at each of the Committee's scheduled meetings during the year. Committee members
are expected to make suggestions for agenda items.
III. Delegation of Duties.
In fulfilling its responsibilities, the Committee is entitled to form and delegate any or all of its responsibilities to a
subcommittee consisting of one or more members of the Committee, when appropriate and permitted by
applicable legal and regulatory requirements. Where so permitted, a subcommittee of the Committee may exercise
the powers and authority of the Committee and the Board while acting within the scope of the powers and
responsibilities delegated to it.
IV. Meetings.
The Committee shall meet as often as its members deem necessary to fulfill the Committee's responsibilities. A
majority of the Committee members shall constitute a quorum for the transaction of the Committee's business. The
Committee shall act upon the vote of a majority of its members at a duly called meeting at which a quorum is
present. Any action of the Committee may be taken by a written instrument signed by all of the members of the
Committee. The Committee shall have the authority to establish other rules and procedures for notice and conduct
of its meetings consistent with the Company's bylaws and the Corporate Governance Practices and Policies.
All non-management (or “ independent”) directors that are not members of the Committee may attend meetings of
the Committee but may not vote, by a prior arrangement made with the Chairperson of the Committee.
Additionally, the Committee may invite to its meetings any director, member of management of the Company and
such other persons as it deems appropriate in order to carry out its responsibilities. However, when necessary, the
Committee may meet in executive session without such other persons present.
V. Powers and Duties.
The following functions shall be the recurring activities of the Committee in carrying out its responsibilities
outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the
Committee may carry out additional or substitute functions and adopt additional policies and procedures as may be
appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also
carry out any other responsibilities and duties delegated to it by the Board from time to time related to the
purposes of the Committee outlined in Section I of this Charter.
The Committee shall have the following specific powers and duties:
1. To identify qualified candidates to serve on the Board consistent with criteria approved by the Board and select,
or recommend that the Board selects, director nominees for the next annual meeting of stockholders and
recommend candidates to fill vacancies on the Board. In identifying candidates for membership on the Board, the
Committee and the Board shall take into account all factors it considers appropriate, which may include (a) Board
qualifications of diversity, individuals with various and relevant career experience, creating a Board respected
within the industry and the Company's markets, proven leaders in the communities in which the Company does
business, experienced managers, visionaries for the future of the Company's business, ability to effectively handle
crises and minimize risk, dedicated to sound corporate governance, and collegial, and (b) individual qualifications
of strength of character, maturity of judgment, independence of thought, accounting and finance knowledge
(including expertise that could qualify at least one director as a "audit committee financial expert," as that term is
defined by the rules of the Securities and Exchange Commission), technical expertise, familiarity with the
Company's business, industry, and competition, general business acumen, critical thinking, local or community ties,
consideration of any actual or potential conflicts of interest posed by the proposed nominee's election as a
director, and the proposed nominee's time available to devote to Board and committee activities and to enhance
his or her knowledge of the Company's business. The Committee also may consider the extent to which the
candidate would fill a present need on the Board;
2. To review and make recommendations to the full Board regarding whether members of the Board should stand
for re-election;
3. To develop and recommend to the Board guidelines and criteria to determine the qualifications of directors and
committee members, to evaluate prospective candidates for nomination to the Board based on those guidelines,
including individuals recommended by stockholders, and review and make recommendations to the full Board
regarding procedures for the submission of recommendations by stockholders as it deems appropriate, subject to
any contractual nomination rights of any stockholders;
4. To consider questions of independence and possible conflicts of interest that may affect directors' service on
the Board or Board committees and potential director nominees;
5. To consider and make recommendations to the Board concerning the size and composition of the Board;
6. To recommend members of the Board to serve as members and Chairpersons of the Board's committees and
subcommittees, giving consideration to any service criteria set forth in the charter of each committee and other
factors the Committee deems relevant;
7. To review and recommend committees and committee purpose, structure and operations, including assignment
rotation schedules, periodic review of committee charters and performance and authority to delegate to
subcommittees;
8. To review director self-evaluation comments regarding performance of the Board and each committee and report
findings to the Board;
9. To recommend performance criteria for the Board, its committees and the Company's management and to
oversee the evaluation of the effectiveness and performance of the Board, its committees and the Company's
management based on such criteria;
10. To review the qualifications of and recommend to the Board candidates for election as executive officers of
the Company;
11. To review the adequacy of the Company's certificate of incorporation and bylaws and recommend to the Board
amendments that are advisable in the view of the Committee for consideration by the stockholders;
12. To develop and recommend corporate governance practices and policies of the Company and monitor
compliance in areas of corporate governance;
13. To identify and bring to the attention of the Board current and emerging corporate governance trends and
issues that may affect the business operations, performance or public image of the Company;
14. To oversee and review the Company's processes for providing information to the Board and to assess the
channels through which the Board receives information, and the quality and timeliness of the information received;
15. To oversee and approve the management continuity planning process including, without limitation, reviewing
and evaluating the succession plans relating to the Chief Executive Officer and other executive officer positions;
16. To maintain minutes or other records of meetings and activities of the Committee and to report to the Board
following meetings of or actions taken by the Committee;
17. To conduct or authorize investigations into any matters within the Committee's purpose and powers;
18. To review executive officer and director indemnification and insurance matters:
19. To review and reassess the powers of the Committee and the adequacy of this Charter periodically and
recommend any proposed changes to the Board for approval;
20. To conduct an annual performance review and evaluation of the Committee; and
21. To consider such other matters as the Committee or the Board may, in its discretion, determine to be advisable.
VI. Committee Resources.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or
concern that the Committee deems appropriate. The Committee shall have the authority to retain special legal,
accounting or other advisers to advise the Committee, including without limitation the sole authority to retain and
terminate any search firm to be used to identify director candidates and the sole authority to approve such firm's
fees and other retention terms. The Company shall provide for appropriate funding for such counsel or experts
retained by the Committee.
VII. Understanding as to the Committee's Role.
Management of the Company is responsible for the day-to-day operation of the Company's business. As a result,
the Company's officers and employees and other persons who may be engaged by the Committee may have more
time, knowledge and detailed information about the Company than do the Committee members. The Committee
will review information, opinions, reports or statements presented to the Committee by the Company's officers or
employees or other persons as to matters the Committee members reasonably believe are within such other
person's professional or expert competence and who has been selected with reasonable care by or on behalf of the
Company. While the Committee has the responsibilities and powers set forth in this charter, each member of the
Committee, in the performance of his or her duties, will be entitled to rely in good faith upon reports presented to
the Committee by these experts. Accordingly, the Committee's role does not provide any special assurances with
regard to matters that are outside the Committee's area of expertise or that are the traditional responsibility of
management.
Approved as of July 10, 2008
Charter-Governance Committee
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