Nominating Committee Charter
Members
The Board of Directors of Kansas City Life Insurance Company shall appoint from
its members a Nominating Committee. The Nominating Committee shall be composed
of at least three members of the Board of Directors. Vacancies shall be filled
by the Board of Directors as provided by the Company’s Bylaws and Articles of
Incorporation.
Independence of Members
Appointments to the Nominating Committee shall comply with standards
promulgated by the Securities and Exchange Commission and the NASDAQ Stock
Market, LLC.
Meetings, Quorum, Informal Actions, Minutes
The Nominating Committee shall meet as deemed necessary, but no less than once
per year. Meetings may be called by the Chair of the Nominating Committee. A
majority of the members of the Nominating Committee shall constitute a quorum.
Concurrence of a majority of the quorum (or, in case a quorum at the time
consists of two members of the Committee, both members present) shall be
required to take formal action of the Nominating Committee.
The Nominating Committee may act by unanimous written consent, and may conduct
meetings via conference telephone or similar communication equipment.
Members of the Nominating Committee may meet informally with officers or
employees of the Company and its subsidiaries and may conduct informal
inquiries and studies without the necessity of formal meetings. The Nominating
Committee may delegate to its chair or to one or more of its members the
responsibility for performing routine functions.
Responsibilities
The Nominating committee shall:
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Identify candidates whom the committee believes are qualified to become board
members in accordance with the nominating criteria set forth below, and
recommend that the board nominate such candidates to stand for election at the
next meeting of shareholders of the Company in which directors will be elected.
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In the event there is a vacancy on the board, identify candidates whom the
committee believes are qualified to become board members in accordance with the
nominating criteria set forth below, and recommend that the board select such
candidates for appointment to the board.
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Review and evaluate all shareholder’s candidates for director in accordance
with the nominating criteria set forth below.
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Recommend Committee Chairperson.
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Perform such other duties or responsibilities consistent with this charter
expressly delegated to the committee by the board.
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Report the Committee's activities to the full Board of Directors on a regular
basis.
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Review and assess the adequacy of this Charter on an annual basis.
Nominating Criteria
In evaluating candidates for nomination to the board, the committee shall
comply with the applicable requirements for directors under the standards
promulgated by the Securities and Exchange Commission and the listing standards
of the NASD Stock Market, LLC. The committee may take into consideration such
other factors and criteria as it deems appropriate in evaluating a candidate,
including his or her knowledge, expertise, skills, integrity, diversity,
judgment, business or other experience, and reputation in the business
community. The committee may (but is not required to) consider candidates
suggested by management, other members of the board, or shareholders.
Nominations shall be governed by the Company’s Bylaws and Articles of
Incorporation.
Committee Resources
The Nominating Committee is authorized to employ the services of such Counsel,
consultants, experts and personnel, including persons already employed or
engaged by the Company, as the Committee may deem reasonably necessary to
enable it to fully perform its duties and fulfill its responsibilities. The
Nominating Committee shall determine the appropriate funding that the Company
shall provide for payments of compensation to any experts employed by the
Nominating Committee.
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