NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF
DIRECTORS CHARTER
Organization
There shall be a committee of the board of directors (the “Board”) of Reg Technologies Inc.
(“Reg”) known as the Nominating and Corporate Governance Committee (the “Committee”). This
charter shall govern the operations of the Committee.
Membership and Qualifications
The membership of the Committee shall be appointed by the Board and shall consist of at least
two directors.
Each member of the Committee shall be, while at all times a member of the Committee, free of
any relationship that, in the opinion of the Board, would interfere with the member’s individual
exercise of independent judgment and shall otherwise meet the independence requirements for
serving on nominating and corporate governance committees.
The Board shall appoint one member of the Committee as chair. The chair shall be responsible
for leadership of the Committee, including preparing the agenda, presiding over the meetings,
making committee assignments, preparing minutes and reporting to the Board. The chair shall
also maintain regular liaison with Reg’s Chief Executive Officer.
Purpose
The primary purpose of the Committee is to:
• identify individuals qualified to become Board members;
• recommend director nominees for each annual meeting of Reg’s stockholders and director
nominees to fill any vacancies that may occur between meetings of stockholders;
• be aware of the best practices in corporate governance and develop and recommend to
the Board a set of corporate governance standards to govern the Board, its committees,
the company and its employees in the conduct of the business and affairs of the company;
and
• develop and oversee the annual Board and Board Committee evaluation process.
Authority
The Committee has the power and authority to engage and determine funding for outside counsel
or other experts or advisors as the Committee deems necessary or appropriate to carry out its
duties and responsibilities. Reg shall provide appropriate funding, as determined by the
Committee, for any advisors employed by the Committee as well as for the payment of ordinary
administrative expenses of the Committee that are necessary or appropriate in carrying out its
duties.
Duties and Responsibilities
The Committee shall have the power and authority of the Board to perform the following duties
and to fulfill the following responsibilities:
• make recommendations to the Board regarding the size and composition of the Board;
• consider and recruit candidates for director nominees based upon recommendations from
current outside directors, members of management, outside consultants or search firms,
and/or stockholders using the following approach:
• the criteria for selecting new directors shall reflect the requirements of the listing standards
of the TSX Venture Exchange (or such other exchange or self-regulatory organization on
which Reg’s shares are then listed for trading) with respect to independence and the
following factors:
i.
the appropriate size of Reg’s board;
ii.
the needs of Reg with respect to the particular talents and experience of its
directors;
iii.
personal and professional integrity of the candidate;
iv.
level of education and/or business experience;
v.
broad-based business acumen;
vi.
the level of understanding of Reg’s business and the industry in which it
operates and other industries relevant to Reg’s business;
vii.
ability and willingness to commit adequate time to Board and committee
matters;
viii.
the fit of the individual’s skills and personality with those of other directors and
potential directors in building a board that is effective, collegial and responsive
to the needs of Reg;
ix.
strategic thinking and a willingness to share ideas; and
x.
diversity of experiences, expertise and background
The committee will use these criteria to evaluate potential nominees and will not evaluate
proposed nominees differently depending upon who has made the recommendation;
• the Committee will consider proposed nominees whose names are submitted to it by
stockholders in accordance with the procedures set forth in Reg’s bylaws;
• recommend on an annual basis a slate of director nominees for approval by the Board of
Directors and the stockholders;
• review the appropriate committee structure of the Board and recommend to the Board for
its approval directors to serve as members of each committee. The Committee shall
review and recommend committee slates annually and shall recommend additional
committee members to fill vacancies as needed;
• review, at least annually, Reg’s corporate governance standards and recommend changes
to the Board as deemed necessary;
• generally advise the Board on emerging corporate governance matters for incorporation
into Reg’s policies and procedures;
• develop, implement and administer an annual Board and Board Committee evaluation
process;
• perform any other activities consistent with this Charter, Reg’s Articles and governing law
as the Committee or the Board deem appropriate;
• undergo an annual review of the performance of the Committee pursuant to the process
established as set forth above;
• where appropriate, retain (without need for further Board approval) and consult with such
independent advisors as the Committee may deem necessary or appropriate in connection
with fulfilling the responsibilities and duties of the Committee;
• meet as often as its members deem necessary to perform the Committee’s duties and
responsibilities;
• report regularly to the Board with regard to action taken by the Committee and any issues
that may arise in the course of the discharge by the Committee of its responsibilities and
duties hereunder;
• prepare and submit the minutes of all meetings of the Committee to, and discuss the
matters discussed at each committee meeting with the Board; and
• review and assess the adequacy of this charter annually and recommend any proposed
changes to the Board for its approval.
Delegation to Subcommittees
The Committee shall have the power and authority to delegate any of its duties and
responsibilities to subcommittees as the Committee may deem appropriate in its sole discretions
Approved by the Reg Technologies Inc. Board of Directors on January 18, 2010
“John Robertson”
“Suzanne Robertson”
JOHN ROBERTSON
SUSANNE ROBERTSON
“Jennifer Lorette”
“James Vandeberg”
JENNIFER LORETTE
JAMES VANDEBERG
_____”Robert Grisar”___________
ROBERT GRISAR