Stock Quote (NASDAQ: TECD)

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Governance and Nominating Committee Charter

The Governance and Nominating Committee assists the Board of Directors in ensuring that the Board is appropriately organized, qualified and educated to meet its fiduciary duties to the Company and its shareholders. The Committee develops and recommends the Company's Corporate Governance Principles to the Board, and assists in determining if Board and Committee members are qualified to serve in their assigned capacities. This Committee establishes policies for the identification, evaluation and selection of director nominees, the evaluation of the Board's performance, the structure and operations of the committees, shareholder communication with the Board, and Board member attendance at the Company's annual meeting. The Committee reviews the continuing education program for Board members, approves related party transactions of non-financial executives, and reviews management succession plans for senior management, including recommending to the Board a successor to the chief executive officer in the event of a vacancy. The Governance and Nominating Committee also monitors the Board's compliance with the Company's Code of Ethics and other applicable policies and generally oversees governance issues. To review the complete statement of duties and responsibilities of this Committee, please see the Governance and Nominating Committee Charter.

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Committee Members

Chair Charles E. Adair
Committee Member Bridgette Heller
Committee Member Thomas Morgan
Committee Member Savio W. Tung

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