Nominating and Corporate Governance Committee Charter
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Nominating and Corporate Governance Committee Charter

Purpose

The purpose of the Nominating and Corporate Governance Committee (the “Committee“) of the Board of Directors (“Board“) of Fuel Tech, Inc., (“Company“) is to determine the identity of director nominees for election of the Board and to assist the Board in discharging the Board’s responsibilities in the area of corporate governance in accordance with provisions of the charter set forth below (“Charter“).

Membership

The Committee shall consist of no fewer than three members of the Board. Each member of the Committee shall meet the independence requirements of the Nasdaq Stock Market, Inc. (“Nasdaq“) and the U.S. Securities and Exchange Commission (“SEC“) that from time to time are in effect. The members of the Committee shall be appointed and replaced by the Board, shall be independent of the Company and its subsidiaries and shall have no relationship to the Company or its subsidiaries that may interfere with the exercise of their independence. Appointment to the Committee shall not signify that the appointee has a higher degree of liability than other directors of the Board. The Board will designate one member of the Committee to serve as the Chair of the Committee.

Attendance

At all meetings of the Committee, one-half of the members of the Committee, but in no event less than two members of the Committee, shall constitute a quorum. As the Chair deems necessary, the Chair of the Committee may request members of the Company’s management, non-Committee member directors, internal or external counsel, and expert advisors retained by the Committee to be present at meetings.

Operations

The Committee shall meet as frequently as the Chair of the Committee deems advisable to fulfill the Committee’s responsibilities but not less often than once per year. The Committee will report its actions to the next following meeting of the Board. The Committee will cause minutes to be kept of its meetings, copies of which will be furnished to Committee and other Board members. Except where otherwise expressly provided in the Company’s governing documents, the Committee shall be governed by the same rules regarding meetings as are applicable to the Board. The Committee may form and delegate authority to subcommittees when appropriate. The Committee shall annually review this Charter and recommend revisions to the Board, where appropriate. In addition to the responsibilities and duties enumerated below, the Committee shall perform such other duties as may be required by law, the Company’s governing documents, or the resolutions of the Board.

Authority

The Committee shall have the resources and authority necessary to discharge its responsibilities, including the authority to obtain, at the Company’s expense, advice, reports or opinions from internal or external counsel and expert advisors.

Responsibilities

Responsibilities and Duties

I. Corporate Governance Generally

  1. Advise the Board and make recommendations to the Board regarding the Company’s corporate governance and all matters pertaining to the role of the Board and the practices of its members.
  2. Periodically, review and recommend to the Board any changes to the Company’s Code of Business Ethics and Conduct (the “Code of Ethics“).
  3. Refer to the Board, for its consideration and approval or disapproval, any requests for waivers of the Code of Ethics.
  4. Review the Company’s reporting channels and processes for providing information to the Board for the quality and timeliness of the information received.

II. Board Composition, Evaluation and Nominating Activities

  1. Annually review the composition and size of the Board and make recommendations to the Board regarding the criteria for Board membership including issues of character, judgment, diversity, expertise, corporate experience and the like.
  2. Annually present to the Board a list of individuals recommended for election to the Board at the annual meeting of shareholders.
  3. Periodically assist in identifying, interviewing and recruiting candidates for nomination to fill vacancies on the Board.
  4. Prior to recommending an incumbent, replacement or additional director, review the director’s qualifications, consistent with criteria approved by the Board.
  5. Monitor the independence of the directors to ensure that a majority of the Board and the members of each Committee continue to be independent.
  6. Establish procedures for receipt of shareholder nominations for election as directors and review such nominations.
  7. As requested by the Board, assist the Board in its evaluation of the performance of the Board and each committee of the Board.
  8. Make recommendations to the Board regarding the appointment of officers of the Company consistent with the Company’s governing documents.
  9. Annually review the succession planning for the Chief Executive Officer and other executive officers, report its findings and recommendations to the Board, and work with the Board in the evaluation of potential successors to these executive management positions.
  10. Retain and terminate any search firm to be used to identify Board candidates and approve the search firm’s fee and other retention terms.
  11. Annually recommend to the Board persons to be members of the various Board committees, taking into consideration the applicable rules on committee composition.
  12. Annually, but no later than the day following the annual meeting of stockholders, review the Lead Director role in light of the then current composition of the Board, and subject to the applicable rules on Board composition, make recommendations to the Board regarding changes to the charter of the Lead Director and the propriety of continuing the Lead Director role.

Revised February 27, 2012