DATED AS OF DECEMBER 5, 2017
The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the “Board”) of BRT Apartments Corp. (the “Company”) is responsible for (i) developing and recommending to the Board the corporate governance guidelines applicable to the Company, (ii) identifying and recommending to the Board individuals qualified to serve as directors and (iii) overseeing the evaluation of the Board.
II. Membership of the Committee
The Committee shall be comprised of three or more directors, all of whom must qualify as independent directors ("Independent Directors") under the applicable listing standards, as amended, of the New York Stock Exchange (the “Listing Standards”).
The members of the Committee shall be appointed annually by the Board to a one-year term. Unless a chair is elected by the Board, the members of the Committee may designate a chair by majority vote of the full membership of the Committee. The members shall serve until their resignation, retirement, removal by the Board or until their successors shall be appointed and qualify. No member of the Committee shall be removed except in accordance with the Applicable Requirements (as defined).
III. Meetings and Procedures
Subject to the Maryland General Corporation Law, the Listing Standards, the Company’s Articles of Incorporation, Bylaws, and corporate governance documents (all of the foregoing, including this Charter, referred to as collectively as the “Applicable Requirements”):
A. Meetings of the Committee
1. The Chair of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.
2. A majority of the members of the Committee shall constitute a quorum of the Committee for purposes of each meeting. All Committee actions shall be taken by (i) a majority vote of the quorum of members present in person and/or by conference telephone at the meeting or (ii) the unanimous written consent of all the members of such committee.
B. Other Governance Matters
1. The Committee may form subcommittees of two or more of its members for any purpose that the Committee deems appropriate and may delegate to any such subcommittee such power and authority as the Committee deems appropriate.
2. The Committee may request that any director, officer or employee of the Company, or other person whose advice and counsel is sought by the Committee, attend any meetings of the Committee to provide such pertinent information as the Committee requests.
3. On a periodic basis, the Committee will report to the Board with respect to the significant issues considered and major actions taken by the Committee.
4. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.
5. The Committee may fix for itself such other rules of procedure as it deems necessary or appropriate.
IV. Responsibilities and Duties
The Committee shall have the following duties and responsibilities:
A. Corporate Governance
1. To periodically discuss and review the Corporate Governance Guidelines of the Company and to recommend any desirable changes to the Board.
2. To consider corporate governance issues that arise from time to time and to make recommendations to the Board with respect thereto.
B. Identify and Recommend Nominees for Service as Directors
1. To identify individuals qualified to serve as directors consistent with criteria approved by the Board (including candidates recommended by the Chief Executive Officer, other members of the Board and other executive officers), and to recommend the individuals to be nominated for election as directors at each annual meeting of stockholders and to fill vacancies on the Board.
C. Make Recommendations Regarding Committee Memberships
1. To recommend to the Board those directors to be selected for membership on the various committees of the Board and to recommend to the Board the director to be designated Chairperson for such committees.
D. Evaluation of the Directors and the Board
1. To oversee performance evaluations of the directors and the Board, such evaluation to be conducted in such manner as the Committee deems appropriate.
2. The Committee shall conduct a self-evaluation of its performance annually.
E. Other Functions
1. The Committee may perform such other activities, consistent with the Applicable Requirements, as the Committee or the Board considers appropriate.
VI. Other Matters
A. Investigations and Studies; Outside Advisors
1. The Committee may conduct or authorize investigations into or studies of matters within the scope of the Committee's duties and responsibilities, and may retain, at the Company's expense, such advisors as it deems necessary.
2. The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms, such fees to be paid by the Company.