Home » Corporate Governance » Executive Committee

Executive Committee

BALDWIN TECHNOLOGY COMPANY, INC.

CHARTER OF

EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS

 

1.    Purpose

The Executive Committee (the “Committee”) of the Board of Directors (the “Board) of Baldwin Technology Company, Inc. (the “Company”) may exercise all of the powers of the Board in the management of the business of the Company, except as prohibited by applicable law, the Certificate of Incorporation or the By-Laws of the Company or any of the provisions of this Charter. In performing its duties, the Committee will maintain effective working relationships with the Board, including the Independent Directors, and the Company’s management.

2.    Membership

The Committee will be comprised of at least three members, including a Chairperson, who will normally be the Chief Executive Officer of the Company, and two other Directors, each of whom will be selected by, and who will serve at the pleasure of the Board.  The Board may also designate one or more Directors as alternative members of the Committee, who may replace any absent or disqualified member or members at any meetings of the Committee.  No person may be a member or alternative member of the Committee if his or her service on the Committee would violate any restriction on service imposed by the Sarbanes-Oxley Act, any rule of the U.S. Securities and Exchange Commission or the American Stock Exchange.

3.    Meetings

The Committee Chairperson, in consultation with Committee members, will determine the frequency and length of the meetings of the Committee.  The Committee may ask members of management, or others whose advice and counsel are relevant to the issues then being considered by the Committee, to attend any meetings and to provide such pertinent information as the Committee may request.  The Committee will keep written minutes of its meetings, which minutes will be recorded or filed with the books and records of the Company.  The Committee will submit the minutes of its meetings to, or discuss the matters discussed at each meeting, with the Board.

4.    Committee Responsibilities

a)  The Committee shall have all the power or authority of the Board in the management of the business of the Company, and may authorize the seal of the Company to be affixed to all papers which require it; provided, however, that the Committee shall not have the power or authority in reference to the following matters:

1) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval; or

2) adopting, amending or repealing any By-Law of the Company.

b) The Committee shall make nominations for membership on all committees of the Board and review Board committee assignments at least annually.

c) The Committee shall review as necessary the responsibilities of each committee of the Board, whether there is a continuing need for each such committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the Board.

The Committee will review this Charter not less often than annually and will recommend to the Board such changes herein as the Committee deems appropriate.

5.    Investigations and Studies

The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities as described above, and may retain, at the expense of the Company, independent counsel or other consultants necessary to assist in any such investigation or study.