ELLINGTON RESIDENTIAL MORTGAGE REIT
CHARTER OF THE
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF TRUSTEES
ADOPTED AS OF COTBER 31, 2018
I. PURPOSE OF THE COMMITTEE
The purposes of the Nominating and Corporate Governance Committee (the
“Committee”) of the Board of Trustees (the “Board”) of Ellington Residential Mortgage
REIT (the “Company”) shall be to identify and to recommend to the Board individuals
qualified to serve as trustees of the Company and on committees of the Board; to advise
the Board with respect to the Board’s composition, procedures and committees; to
develop and recommend to the Board a set of corporate governance guidelines applicable
to the Company; and to oversee the evaluation of the Board and the Company’s
II. COMPOSITION OF THE COMMITTEE
The Committee shall consist of three or more independent trustees, as determined
from time to time by the Board.
The chairperson of the Committee shall be designated by the Board, provided that
if the Board does not so designate a chairperson, the members of the Committee, by a
majority vote, may designate a chairperson.
Any vacancy on the Committee shall be filled by the Board. No member of the
Committee shall be removed except by the Board.
III. MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee shall meet as often as it determines necessary to carry out its
duties and responsibilities, but no less frequently than one time annually. The Committee,
in its discretion, may ask members of management or others to attend its meetings (or
portions thereof) and to provide pertinent information as necessary.
The Committee will be governed by the same rules regarding meetings, action
without meetings, notice, waiver of notice, and quorum and voting requirements as are
applicable to the Board. The Committee may adopt its own rules of procedure not
inconsistent with (i) any provision of this Charter; (ii) any provision of the Company’s
declaration of trust; (iii) any provision of the Company’s bylaws; or (iv) any applicable
federal or state law.
The Committee may form subcommittees of independent trustees for any purpose
that the Committee deems appropriate and may delegate to such subcommittees such
power and authority as the Committee deems appropriate; provided, however, that no
subcommittee shall consist of fewer than two members; and provided further that the
Committee shall not delegate to a subcommittee any power or authority required by any
law, regulation or listing standard to be exercised by the Committee as a whole.
Following each of its meetings, the Committee shall deliver an oral report on the
meeting to the Board, including a description of all actions taken by the Committee at the
meeting. The Committee shall keep written minutes of its meetings, which minutes shall
be maintained with the books and records of the Company.
IV. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
A. Board Candidates and Nominees
The Committee shall have the following duties and responsibilities with respect to Board
candidates and nominees:
(a) To assist in identifying, recruiting and, if appropriate, interviewing candidates
to fill positions on the Board, including persons suggested by shareholders or others. The
Committee may, if it deems appropriate, establish procedures to be followed by
shareholders in submitting recommendations for Board candidates.
(b) To review the background and qualifications of individuals being considered
as trustee candidates. Among the qualifications considered in the selection of candidates,
the Committee shall look at the following attributes and criteria of candidates:
experience, skills, expertise, diversity of experience, personal and professional integrity,
character, business judgment, time availability in light of other commitments, dedication,
conflicts of interest and such other relevant factors that the Committee considers
appropriate in the context of the needs of the Board.
(c) To recommend to the Board the trustee nominees for election by the
shareholders or appointment by the Board, as the case may be, which recommendations
shall be consistent with the criteria for selecting trustees established by the Board from
time to time.
(d) To review the suitability for continued service as a trustee of each Board
member when his or her term expires and when he or she has a change in status,
including but not limited to an employment change, and to recommend whether or not the
trustee should be re-nominated.
B. Board Composition and Procedures
The Committee shall have the following duties and responsibilities with respect to
the composition and procedures of the Board as a whole:
(a) To review annually with the Board the composition of the Board as a whole
and to recommend, if necessary, measures to be taken so that the Board reflects the
appropriate balance of knowledge, experience, skills, expertise and diversity required for
the Board as a whole.
(b) To review periodically the size of the Board and to recommend to the Board
any appropriate changes.
(c) To make recommendations on the frequency and structure of Board meetings.
(d) To make recommendations concerning any other aspect of the procedures of
the Board that the Committee considers warranted, including but not limited to
procedures with respect to the waiver by the Board of any Company rule, guideline,
procedure or corporate governance guideline.
C. Board Committees
The Committee shall have the following duties and responsibilities with respect to
the committee structure of the Board:
(a) After consultation with the Chief Executive Officer and after taking into
account the experiences and expertise of individual trustees, to make recommendations to
the Board regarding the size and composition of each standing committee of the Board,
including the identification of individuals qualified to serve as members of a committee,
including the Committee, and to recommend individual trustees to fill any vacancy that
might occur on a committee, including the Committee.
(b) To monitor the functioning of the committees of the Board and to make
recommendations for any changes, including the creation and elimination of committees.
(c) To review annually committee assignments and the policy with respect to the
rotation of committee memberships and/or chairpersonships, and to report any
recommendations to the Board.
(d) To recommend that the Board establish such special committees as may be
desirable or necessary from time to time in order to address ethical, legal or other matters
that may arise. The Committee’s power to make such a recommendation under this
Charter shall be without prejudice to the right of any other committee of the Board, or
any individual trustee, to make such a recommendation at any time.
D. Evaluation of the Board
The Committee shall be responsible for overseeing the evaluation of the Board as
a whole and shall evaluate and report to the Board on the performance and effectiveness
of the Board. The Committee shall establish procedures to allow it to exercise this
The Committee shall be responsible for reviewing and approving in advance any
related party transactions, other than related party transactions which have been preapproved
pursuant to pre-approval guidelines or rules established by the Committee or
the Board. The Committee shall prepare guidelines to address specific categories of
transactions, which the Committee shall review, evaluate and update, as appropriate,
from time to time.
The Committee shall be responsible for reviewing the reports of the Company’s
independent auditors of the Company’s policies relating to the ethical handling of
conflicts of interest and review of past or proposed transactions between the Company
and members of management as well as policies and procedures with respect to officers’
expense accounts and perquisites, including the use of corporate assets, when such
reports are delivered from time to time by the Audit Committee.
V. EVALUATION OF THE COMMITTEE
The Committee shall, on an annual basis, evaluate its performance. In conducting
this review, the Committee shall evaluate whether this Charter appropriately addresses
the matters that are or should be within its scope and shall recommend such changes as it
deems necessary or appropriate. The Committee shall address all matters that the
Committee considers relevant to its performance, including at least the following: the
adequacy, appropriateness and quality of the information and recommendations presented
by the Committee to the Board, the manner in which they were discussed or debated, and
whether the number and length of meetings of the Committee were adequate for the
Committee to complete its work in a thorough and thoughtful manner.
At least annually, the Committee shall deliver to the Board a report, which may be
oral, setting forth the results of its evaluation, including any recommended amendments
to this Charter and any recommended changes to the Company’s or the Board’s policies
or procedures. In conducting such review, the Committee will assess the Charter’s
compliance with applicable SEC and securities exchange rules and regulations regarding
the Committee’s composition, scope of responsibilities, and other relevant matters.
VI. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS
The Committee may conduct or authorize investigations into or studies of matters
within the Committee’s scope of responsibilities, and may retain, at the Company’s
expense, such independent counsel or other consultants or advisers as it deems necessary.
The Committee shall have the sole authority to retain or terminate any search firm to be
used to identify trustee candidates, including sole authority to approve the search firm’s
fees and other retention terms, such fees to be borne by the Company.