A public company establishing a special committee shall adopt a special committee charter that shall at least include the following:
The charter under the preceding paragraph, and any amendment thereto, shall be adopted by resolution of the board of directors.
- The composition of the special committee members and their number and term of office.
- Official powers of the special committee.
- Rules of procedure for meetings of the special committee.
- Resources to be provided by the company when the special committee exercises its official powers.