Strategy Committee Charter
COLLECTORS UNIVERSE, INC.
STRATEGY COMMITTEE CHARTERR
(Adopted October 14, 2020)
The Strategy Committee’s (the “Strategy Committee”) of the Board of Directors (the “Board”) of Collectors Universe, Inc. (the “Company”) role is to explore strategies and opportunities to best use technology to enhance value for customers, stakeholders, and shareholders. This may include recommendations for operational improvements to increase and sustain the company’s growth and profitability. Additionally, the Committee is to assist the Board in carrying out its oversight responsibilities related to business strategy, technology and digital strategy, and potential strategic transactions of the Company.
B. Structure and Membership
1. Number. The Committee shall consist of at least three independent members of the board.
2. Independence. Expect as otherwise determined by the Board, each member of the Committee shall be “independent” as defined by NASDAQ Rule 5605 (a)(2).
3. Chair. The board appoints a Chair and Committee members shall be as determined by the board (item 6, below).
4. Management Representation. The Company President and Chief Executive Officer will attend and represent management in all non-executive sessions.
5. Compensation. The compensation of Committee members shall be as determined by the board. No Committee member shall accept, directly or indirectly, any consulting, advisory or other compensatory fees, except in connection with the member’s service on the Board or any Committee of the Board.
6. Selection. Members of the Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. Members of the Committee shall serve for a period of one year, except that the Board shall have the sole authority (i) to replace or remove any members of the Committee for any reason or no reason, at any time, and (ii) to fill any vacancies that may occur on the Committee.
C. Authority and Responsibilities
The Committee shall discharge its responsibilities and shall assess the information provided by the Company’s management, in accordance with its business judgement.
The Committee shall:
1. Review and provide guidance to management and the Board with respect to the Company’s long-term business strategy, with particular focus on technology and digital strategy. The five stages of such a process are goal-setting, analysis, strategy formation, implementation and monitoring. Digital strategy includes but is not limited to, digital data strategy, digital assets, digital services, digital ownership and marketplace, digital talent, data & analytics capabilities and overall benefits of digital transformation across the customer experience, products, operations, and employee empowerment.
2. Based on the Company’s business, technology, and digital strategy, assist and advise management and the Board on the Company’s business development strategy, partner companies for existing programs and on potential additional partnering or acquisition opportunities. Review with management potential strategic transactions and business development opportunities on an ad-hoc basis.
3. Provide advice to management on engagement of strategic, financial and business development advisors to support the execution of its business development and corporate strategy.
4. Notify the Nominating and Governance Committee of the Board of any conflict of interest or related party transaction that comes to the attention of the Committee in the exercise of its duties under this charter.
5. Exercise such additional powers and duties as may be reasonable, necessary or desirable, in the Committee’s discretion, to fulfill its duties under this charter. Specifically, the Committee is empowered to retain the services of an appropriate consulting firm to assist the Committee with its work.
D. Procedures and Administration
1. Meetings. The Committee shall meet at least four times year and otherwise as often as it deems necessary in order to perform its responsibilities. The Committee may also act by unanimous written consent in lieu of the meeting. The Committee shall keep such records of its meetings as it shall deem appropriate.
2. Subcommittees. The Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances.
3. Reports to Board. The Committee shall report regularly to the Board.
4. Charter. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
5. Investigations. The Committee shall have the authority to conduct or authorize, investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.
- Financial Expert
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