Purposes

This Charter governs the operations of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Republic Engineered Products Inc. (the “Company”).  The Nominating and Corporate Governance Committee (the “Committee”) has been created by the Board to: (a) identify individuals qualified to become Board members (consistent with criteria approved by the Board); (b) select, or recommend to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons to be elected to fill any vacancies on the Board; (c) recommend to the Board the persons to serve on the Committee, the Audit Committee, the Compensation Committee and any other committees established by the Board; (d) develop and recommend to the Board, and from time to time review and assess the adequacy of, corporate governance principles applicable to the Company; and (e) oversee the evaluation of the Board and management.

Composition of the Committee

Number.  The Committee is appointed by the Board and shall consist of at least three members of the Board.

Qualifications.  Except as may otherwise be permitted by the rules of The NASDAQ National Market (“NASDAQ”), each member of the Committee shall be an “independent director” as defined by such rules and determined by the Board.

Appointment.  The Board will appoint the members and the Chairman of the Committee based on nominations recommended by the Committee to the Board.  Committee members serve based on the appointment of the Board and for such term or terms as the Board may determine.

Operating Policies of the Committee

At each regular Board meeting held following a Committee meeting, or sooner, as appropriate, the Committee shall report to the Board regarding the actions taken by the Committee.   In addition, minutes shall be kept of all Committee meetings, and approved by subsequent action of the Committee.  After approval by the Committee, the Committee shall circulate the minutes of the Committee meetings to the Board for review.

The Committee has the authority to retain independent, outside counsel or other professional services as it deems necessary, without seeking Board approval.  The Committee shall have unrestricted access to members of management and to all information relevant to its responsibilities.  The Company shall provide such funding as the Committee determines is necessary for payment of compensation to any counsel or other advisors employed by the Committee, or as otherwise necessary to support the Committee in satisfying its responsibilities.

The Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances.  The Committee may delegate, as the Committee deems advisable, certain responsibilities to an appropriate management or administrative committee or to an executive officer or officers of the Company.

Responsibilities of the Committee

The Committee’s responsibilities include:

1. Selection of Director Nominees.  Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the right to appoint or nominate directors, the Committee shall be responsible for selecting, or recommending that the Board select, the nominees for election as directors at any meeting of stockholders and the persons to be elected to fill any vacancies on the Board.  In making such recommendations, the Committee shall consider candidates proposed by stockholders.  The Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates.  The Committee may consider candidates proposed by management, but is not required to do so.
2. Criteria for Selecting Directors.  The Committee may use the following criteria and principles, among others the Committee may deem appropriate, in recommending candidates for election to the Board:
   1. personal and professional integrity, ethics and values;
   2. experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment;
   3. experience in the Company’s industry and with relevant social policy concerns;
   4. experience as a board member of another publicly held company;
   5. academic expertise in an area of the Company’s operations; and
   6. practical and mature business judgment, including ability to make independent analytical inquiries.
   The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members, as well as the composition of the Board as a whole.  The Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates proposed by stockholders.
3. Search Firms.  The Committee shall have the authority to retain and terminate any search firm to be used to identify director nominees, including the authority to approve the search firm’s fees and other retention terms.  The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of any search firm engaged by the Committee.
4. Selection of Lead Independent Director and Committee Members.  If the Chairman of the Board is not an independent director as determined under applicable NASDAQ rules and by the Board, the Committee may nominate an independent director to serve as Lead Independent Director, subject to approval by a majority of the Company’s independent directors.  The Committee shall also be responsible for recommending to the Board the directors to be appointed to each committee of the Board and to be chairman of each committee, including the Committee.  In nominating a candidate for committee membership, or to be chairman of a committee, the Committee shall take into consideration the factors set forth in the charter of such committee, if any, as well as any other factors it deems appropriate.
5. Corporate Governance Guidelines.  The Committee shall recommend to the Board the establishment of, and from time to time as it deems appropriate, review and reassess the adequacy of, the Corporate Governance Guidelines, and recommend any proposed changes to the Board for approval.
6. Evaluation of the Board.  The Committee shall, at least annually, review the performance of each current director.  In appropriate circumstances, the Committee, in its discretion, shall consider and may recommend the removal of a director in accordance with applicable state law and the provisions of the Company’s certificate of incorporation and bylaws.  The Committee shall be responsible for overseeing an annual self-evaluation of the Board and its committees to determine whether it and its committees are functioning effectively.  The Committee shall determine the nature of these evaluations, supervise the conduct of the evaluations and prepare an annual assessment of the performance of the Board and its committees, which assessment shall be discussed with the Board.
7. Evaluation of Management.  The Committee shall, at least annually, review the performance of each executive officer of the Company, in conjunction with the Compensation Committee and, with respect to financial executives, the Audit Committee.  The Committee shall determine the nature of these evaluations, supervise the conduct of the evaluations, and prepare an annual assessment of the performance of each executive officer, which assessments shall be discussed with the Board.
8. Succession of Senior Executives.  The Committee shall oversee an annual review by the Board on succession planning, which shall include transitional leadership in the event of an unplanned vacancy.
9. Additional Powers.  The Committee shall have such other duties as may be delegated from time to time by the Board.

Meetings of the Committee

The Committee shall meet in person or telephonically at least quarterly, or more frequently as it may determine necessary, to comply with its responsibilities as set forth herein, on the call of the Chairman of the Committee, the Chairman of the Board, the Chief Executive Officer or, in their absence, by any member of the Committee.  The presence of a majority of the members of the Committee then in office shall constitute a quorum for the transaction of business at a meeting of the Committee.  The Committee may also take any action permitted hereunder by unanimous written consent. 

Annual Review of Charter

The Committee will conduct and review with the Board annually an evaluation of this Charter, and recommend any changes to the Board.  The Committee may conduct this evaluation in such manner as the Committee, in its business judgment, deems appropriate.

Annual Performance Evaluation

The Committee shall conduct an annual self-evaluation, which will be incorporated into the Committee’s annual report to the Board on Board and committee performance.