The corporate governance and nominating committee is responsible for, among other things: identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy; reviewing annually with our board of directors its current composition in light of the characteristics of independence, qualification, experience and availability of service to us; review the performance of our board of directors and management and will make appropriate recommendations for improving performance; and monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.