fs1nov09ex10xxxi_celsius.htm


    Exhibit
10.31

    CHARTER
OF THE NOMINATING AND

    CORPORATE
GOVERNANCE COMMITTEE

    OF
THE BOARD OF DIRECTORS OF CELSIUS HOLDINGS, INC.

    ADOPTED
AS OF NOVEMBER 6, 2009

     

    I. PURPOSE
OF THE COMMITTEE

     

    The
purposes of the Nominating and Corporate Governance Committee (the "Committee")
of the Board of Directors (the "Board") of Celsius Holdings, Inc. (the
"Company") shall be to recommend to the Board individuals qualified to serve as
directors of the Company and on committees of the Board; to advise the Board
with respect to the Board composition, procedures and committees; to develop and
recommend to the Board a set of corporate governance principles applicable to
the Company; and to oversee the evaluation of the Board and the Company's
management.

     

    II. COMPOSITION
OF THE COMMITTEE

     

    The
Committee shall be comprised of three or more directors who qualify as
independent directors ("Independent Directors") under the listing standards of
NASDAQ.

     

    The
members of the Committee shall be determined from time to time by resolution of
the Board. Vacancies on the Committee shall be filled by majority vote of the
Board at the next meeting of the Board following the occurrence of the vacancy.
No member of the Committee shall be removed except by majority vote of the
Independent Directors then in office.

     

    III. MEETINGS
AND PROCEDURES OF THE COMMITTEE

     

    The
Committee shall meet at least once annually or more frequently as circumstances
require. The Board shall designate one member of the Committee as its
Chairperson. The Chairperson of the Committee or a majority of the members of
the Committee may call a special meeting of the Committee. A majority of the
members of the Committee present in person or by means of a conference telephone
or other communications equipment by means of which all persons participating in
the meeting can hear each other shall constitute a quorum.

     

    The
Committee may form subcommittees 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.

     

    The
Committee may request that any directors, officers or employees of the Company,
or other persons whose advice and counsel are sought by the Committee, attend
any meeting of the Committee to provide such pertinent information as the
Committee requests.

     

    Following
each of its meetings, the Committee shall deliver a 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
OF THE COMMITTEE

     

    A. Board
Candidates and Nominees

     

    The
Committee shall have the following goals and responsibilities with respect to
Board candidates and nominees:

     

    (a) To
recommend to the Board and for approval by a majority of Independent Directors
the director nominees for election by the stockholders or appointment by the
Board, as the case may be, pursuant to the Bylaws of the Company, which
recommendations shall be consistent with the Board's criteria for selecting new
directors. Such criteria include the possession of such knowledge, experience,
skills, expertise and diversity so as to enhance the Board's ability to manage
and direct the affairs and business of the Company, including, when applicable,
to enhance the ability of committees of the Board to fulfill their duties and/or
to satisfy any independence requirements imposed by law, regulation or NASDAQ
listing requirements.

     

    (b) To review
the suitability for continued service as a director of each Board member when
his or her term expires and when he or she has a significant change in status,
including but not limited to an employment change, and to recommend whether or
not the director should be re-nominated.

     

    B. Board
Composition and Procedures

     

    The
Committee shall have the following goals 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 and contains at least the minimum number of
Independent Directors required by NASDAQ.

     

    (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 principle.

     

     

    C. Board
Committees

     

    The
following shall be the goals and responsibilities of the Committee with respect
to the committee structure of the Board:

     

    (a) To make
recommendations to the Board regarding the size and composition of each standing
committee of the Board of Directors, including the identification of individuals
qualified to serve as members of a committee, including the Committee, and to
recommend individual directors 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 director, to make such a
recommendation at any time.

     

    D. Corporate
Governance

     

    The
following shall be the goals and responsibilities of the Committee with respect
to corporate governance:

     

    (a) To
develop and review periodically, and at least annually, the corporate governance
principles adopted by the Board to assure that they are appropriate for the
Company and comply with the requirements of the NASDAQ, and to recommend any
desirable changes to the Board.

     

    (b) To
consider any other corporate governance issues that arise from time to time, and
to develop appropriate recommendations for the Board.

     

    V. EVALUATION
OF THE BOARD

     

    The
Committee shall be responsible for overseeing the evaluation of individual
directors and the Board as a whole. The Committee shall establish procedures to
allow it to exercise this oversight function.

     

    VI. EVALUATION
OF THE COMMITTEE

     

    The
Committee shall, on an annual basis, evaluate its performance under this
Charter. In conducting this review, the Committee shall evaluate whether this
Charter appropriately addresses the matters that are or should be within its
scope. 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.

     

    The
Committee shall deliver to the Board a report 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.

     

    VII. 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 advisers as it deems
necessary. 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 borne by the Company.