f8k120408ex10iii_chinavalves.htm


     

     

    
      Exhibit
10.3

      


      


      CHINA
VALVES TECHNOLOGY, INC.

      GOVERNANCE
AND NOMINATING COMMITTEE CHARTER

      


      


      The
Purpose of the Governance and Nominating Committee

      


      The
purpose of the Governance and Nominating Committee of China Valves Technology,
Inc. (the “Company”), is to determine the slate of director nominees for
election to the Company’s Board of Directors, to identify and recommend
candidates to fill vacancies occurring between annual stockholder meetings, to
review, evaluate and recommend changes to the Company’s Corporate Governance
Guidelines, and to review the Company’s policies and programs that relate to
matters of corporate responsibility, including public issues of significance to
the Company and its stockholders.

      


      Membership
and Structure

      


      The
membership of the Governance and Nominating Committee consists of at least two
directors, each of whom shall meet the independence requirements established by
the Board of Directors and applicable laws, regulations and listing requirements
of the NASDAQ Stock Market, Inc.  The Board of Directors of the
Company appoints the members of the Governance and Nominating Committee and the
chairperson.  The Board of Directors of the Company may remove any
member from the Governance and Nominating Committee at any time with or without
cause.

      


      Operations

      


      The
Governance and Nominating Committee meets at least twice a
year.  Additional meetings may occur as the Governance and Nominating
Committee or its chairperson deems advisable.  The Governance and
Nominating Committee will cause to be kept adequate minutes of all its
proceedings, and will report on its actions and activities at the next quarterly
meeting of the Board of Directors of the Company.  The Governance and
Nominating Committee members will be furnished with copies of the minutes of
each meeting and any action taken by unanimous consent.  The
Governance and Nominating Committee is governed by the same rules regarding
meetings (including meetings by conference telephone or similar communications
equipment), action without meetings, notice, waiver of notice, and quorum and
voting requirements as are applicable to the Board of Directors of the
Company.  The Governance and Nominating Committee is authorized and
empowered to adopt its own rules of procedure not inconsistent with (a) any
provision of this Charter, (b) any provision of the Bylaws of the Company, or
(c) the laws of the state of Nevada.

      


      Authority

      


      The
Governance and Nominating Committee will have the resources and authority
necessary to discharge its duties and responsibilities.  The
Governance and Nominating Committee has sole authority to retain and terminate
outside counsel, any search firm used to identify director candidates, or other
experts or consultants, as it deems appropriate, including sole authority to
approve the firms’ fees and other retention terms.  Any communications
between the Governance and Nominating Committee and legal counsel in the course
of obtaining legal advice will be considered privileged communications of the
Company and the Governance and Nominating Committee will take all necessary
steps to preserve the privileged nature of those communications.

       

       

      
        
           

        

        
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      The
Governance and Nominating Committee may form and delegate authority to
subcommittees and may delegate authority to one or more designated members of
the Governance and Nominating Committee.

      


      Responsibilities

      


      Subject
to the provisions of the Corporate Governance Guidelines, the principal
responsibilities and functions of the Governance and Nominating Committee are as
follows:

      


      1.           Annually
evaluate and report to the Board of Directors of the Company on the performance
and effectiveness of the Board of Directors to facilitate the directors
fulfillment of their responsibilities in a manner that serves the interests of
the Company’s stockholders.

      


      2.           Annually
present to the Board of Directors a list of individuals recommended for
nomination for election to the Board of Directors of the Company at the annual
meeting of stockholders, and for appointment to the committees of the Board of
Directors (including this Governance and Nominating Committee).

      


      3.           Before
recommending an incumbent, replacement or additional director, review his or her
qualifications, including capability, availability to serve, conflicts of
interest, and other relevant factors.

      


      4.           Assist
in identifying, interviewing and recruiting candidates for the Board of
Directors.

      


      5.           Annually
review the composition of each committee and present recommendations for
committee memberships to the Board of Directors of the Company as
needed.

      


      6.           Periodically
review the compensation paid to non-employee directors for annual retainers
(including the Board of Directors of the Company and committee Chairs) and
meeting fees, if any, and make recommendations to the Board of Directors for any
adjustments.  No member of the Governance and Nominating Committee
will act to fix his or her own compensation except for uniform compensation to
directors for their services as such.

      


      7.           Develop
and periodically review and recommend to the board appropriate revisions to the
Company’s Corporate Governance Guidelines.

      


      8.           Monitor
compliance with the Corporate Governance Guidelines.

      


      9.           Regularly
review and make recommendations about changes to the charter of the Governance
and Nominating Committee.

       

       

       

      
        
           

        

        
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      10.           Regularly
review and make recommendations about changes to the charters of other board
committees after consultation with the respective committee chairs.

      


      11.           Obtain
or perform an annual evaluation of the Governance and Nominating Committee’s
performance and make applicable recommendations.

      


      12.           Assist
the Chairman of the Board of Directors of the Company, if the Chairman is a
non-management director, or otherwise the Chairman of the Governance and
Nominating Committee acting as Lead Independent Director, in leading the Board
of Directors’ annual review of the Chief Executive Officer’s
performance.

      


      


      Adopted
by the Board of Directors on December 4, 2008

      


       

      
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