Charter of the Nominating Committee of the Board of Directors Rick's Cabaret International, Inc
Adopted as of May 13, 2004
The Nominating Committee (the "Committee") of the board of directors
(the "Board") of Rick¹s Cabaret International, Inc., a Texas corporation
(the "Company"), shall consist of at least two (2) members of the
Board. No Committee member shall be an employee of the Company and
each member shall be free from any relationship that would interfere
with the exercise of his or her independent judgment, as determined
by the Board, in accordance with the applicable independence requirements
of The Nasdaq Stock Market and the rules and regulations of the Securities
and Exchange Commission ("SEC"). The members of the Committee and
the Committee chairperson shall be appointed by the Board.
The purpose of the Committee shall be to (i) identify, review, and
evaluate candidates to serve as directors of the Company; (ii) serve
as a focal point for communication between such candidates, non-committee
directors, and the Company's management; and, (iii) recommend such
candidates to the Board.
PRINCIPLES AND PROCESSES
In fulfilling its function and responsibilities, the Committee should
give due consideration to the following operating principles and processes:
Nomination Process Candidates shall be evaluated based on the criteria
established by the Board of Directors. Minimum criteria for non-employee
candidates includes ³independence² as defined under applicable rules
promulgated by the Securities and Exchange Commission pursuant to
the Sarbanes-Oxley Act of 2002 and Nasdaq Listing Rules and financial
experience. Additional criteria may include: (a) satisfactory results
of any background investigation; (b) experience and expertise; (c)
financial resources; (d) time availability; (e) community involvement;
and (f) such other criteria as the Nominating Committee may determine
to be relevant. Candidates selected for consideration as nominees
must meet with the Nominating Committee, and thereafter with the entire
Board of Directors.
Access to Information -- The Committee shall be authorized to access
such internal and, in consultation with senior management, external
resources as the Committee deems necessary or appropriate to fulfill
its defined responsibilities. The Committee does not presently have
the authority to pay any third party fees to assist in the process
of identifying and/or evaluating candidates. The Committee shall have
the authority to perform such other functions, and shall have such
powers, as may be necessary or appropriate in the efficient and lawful
discharge of its responsibilities hereunder.
Reporting to the Board - The Committee, through the Committee chairperson,
shall report all material activities of the Committee to the Board
from time to time, or whenever so requested by the Board.
The operation of the Committee will be subject to the provisions of
the Bylaws of the Company and the Texas Business Corporation Act,
each as in effect from time to time. The Committee will have the full
power and authority to carry out the following primary responsibilities
or to delegate such power and authority to one (1) or more subcommittees
of the Committee:
Director Nominations - The Committee, in consultation with the Company's
Chief Executive Officer, has the primary responsibility for establishing
criteria for Board membership and identifying, evaluating, reviewing,
and recommending qualified candidates to serve on the Board, including
consideration of any potential conflicts of interest as well as applicable
independence and experience requirements. Such recommendations shall
require the unanimous consent of the members of the Committee. The
Committee shall have the primary responsibility for evaluating, reviewing,
and considering the recommendation for nomination of current directors
for reelection to the Board, as well as monitoring the size and overall
constitution of the Board. The selection of nominees for director
to be presented to the stockholders for election or reelection, and
the selection of new Directors to fill vacancies and newly created
directorships on the Board, shall be made by the full Board based
on the recommendations of the Committee.
Company Stockholder Submissions and Communications - The Committee
shall also have the power and authority to consider board nominees
and proposals submitted by the Company's stockholders and to establish
any procedures, including procedures to facilitate stockholder communication
with the Board of Directors, and to make any such disclosures required
by applicable law in the course of exercising such authority.
Board Assessment - The Committee shall periodically review, discuss,
and assess the performance of the Board, including Board committees,
seeking input from senior management, the full Board, and others.
The assessment includes evaluation of the Board's contribution as
a whole, specific areas in which the Board and/or management believe
better contributions could be made, and overall Board composition
and makeup, including the reelection of current Board members. The
factors to be considered shall include whether the Directors, both
individually and collectively, can and do provide the skills and expertise
appropriate for the Company. The Committee shall also consider and
assess the independence of Directors, including whether a majority
of the Board continue to be independent from management in both fact
and appearance, as well as within the meaning prescribed by The Nasdaq
Stock Market. The results of such reviews shall be provided to the
Board for further discussion as appropriate.
The Committee will hold at least one (1) regular meeting per year,
and will hold additional meetings as the Committee deems appropriate.
At the discretion of the Committee, the Company's President, Chief
Executive Officer, Chairman of the Board (if so designated), and Chief
Financial Officer may attend any meeting of the Committee, except
for portions of the meetings where his, her, or their presence would
be inappropriate, as determined by the Committee.
Minutes of each meeting will be kept and distributed to each member
of the Committee, members of the Board who are not members of the
Committee, and the Secretary of the Company. The Chairman of the Committee
will report to the Board from time to time, or whenever so requested
by the Board.