Nominating and Corporate Governance Committee Charter
The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Microfluidics International Corporation (the “Company”) for the primary purposes of assisting the Board in:
- Identifying and recommending to the Board persons to be nominated for election of directors at any meeting of stockholders and the persons, if any, to fill any vacancies or newly created directorships on the Board;
- Recommending to the Board memberships for the various committees to the Board;
- Overseeing the evaluation of the Board; and
- Developing and recommending to the Board a set of corporate governance guidelines.
The Committee shall consist of such number of directors as determined by the Board from time to time who satisfy the independence requirements under applicable law, rules and regulations. Members of the Committee shall be appointed annually by the Board and may be removed by the Board at any time in its sole discretion. The Chair of the Committee shall be appointed by the Board. The compensation of the Committee members shall be as determined by the Board.
3. Powers and Responsibilities
The Committee’s primary responsibilities include:
- Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the right to nominate directors, identifying, screening, recruiting, and recommending Director nominees to the Board for any meeting of stockholders and the person to be elected by the Board to fill any vacancy or any newly created directorship;
- Developing the criteria and qualifications (including an assessment of the appropriate balance of skills and other characteristics) for membership on the Board. The current criteria and qualifications are as set forth on Exhibit A;
- Establishing procedures for stockholders in submitting recommendations for director nominees to the Committee. The current procedures are as set forth on Exhibit A;
- Reviewing and making recommendations regarding continued Board membership of any Board member;
- Assessing whether independent directors satisfy the independence requirements under applicable law, rules and regulations of national securities markets and exchanges; and
- Recommending to the Board (after consultation with the Chairman of the Board) Director nominees for each of the Board’s committees (together with the Chairman of the Board, conducting an annual review of committee appointments and considering the recommendations concerning possible rotation of committee chairs and members).
- Reviewing and recommending to the Board any proposed changes to the Company’s Certificate of Incorporation and Bylaws;
- Overseeing an annual review on succession planning for the Chief Executive Officer and senior managers;
- Developing and recommending to the Board a set of corporate governance guidelines, and reviewing such corporate governance guidelines on an annual basis, making any recommendations for changes to the Board as appropriate; and
- Reviewing, considering and reporting to the Board on matters of corporate governance as the Board may request.
- Evaluating the effectiveness of the Board and its committees and recommending to the Board ways to improve such effectiveness in the corporate governance of the Company;
- Making recommendations to the Board regarding the size and composition of the Board;
- Establishing evaluation criteria for a review of each Board member and implementing the annual evaluation process regarding, and evaluating annually the performance of, each Board member;
- Developing programs for continuing education for all Directors and for the orientation of new Directors;
- Monitoring the functions of the various committees of the Board and conducting annual reviews and evaluations of the contributions of each such committee to the Company (including reviewing the objectives of each such committee, as stated at the beginning of each year, and comparing such stated objectives to the results and time expended to achieve such results at the end of such year);
- Reviewing and considering questions of possible conflicts of interest of Board members and resolving all such questions regarding Board members;
- Reviewing relationships of Company officers and directors to outside for-profit and not-for-profit boards; and
- Reviewing and making recommendations concerning the interaction and communication between management and the Board.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion, except to the extent such delegation would be inconsistent under applicable law, rules and regulations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate. The Committee shall have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion to carry out its responsibilities. The Committee shall have sole authority to approve related fees and retention terms and shall have the power, without further Board action, to cause the Company to pay the compensation of such search firm or advisors engaged by the Committee.
The Committee shall meet at least twice annually or more frequently as necessary or appropriate. Members of management and independent consultants requested by the Committee will attend Committee meetings when and as may be requested by the Committee.
A simple majority of the members of the Committee will constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee will meet at such times as shall be determined by the Chair of the Committee, or upon the request of any two of its members. The Chair will preside, when present, at all Committee meetings. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.
The Chair will periodically report the Committee’s findings, conclusions and recommendations to the Board and present to the Board an annual performance evaluation of the Committee. The Committee shall review at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.
In carrying out it responsibilities, the Committee shall be entitled to rely upon advice and information that it receives in its discussions and communications with management and such advisors and other professionals as the Committee may consult with concerning such matters.
(Adopted by the Board of Directors at a meeting held on June 16, 2010)
Procedures for Shareholders Recommending Nominations:
The Committee accepts and considers nominations by directors, executive officers, employees, advisors, consultants and security holders. The Committee may utilize outside sources or hire an outside consultant to help in the search for a new director or executive officer. Shareholders who wish to recommend nominees for directors should submit recommendations for nominations for director positions in writing to the Committee, which should be mailed to the Company's principal mailing address, addressed to the attention of the Corporate Secretary. All shareholder recommendations for director nominations must be submitted to the Company not less than 120 calendar days prior to the date on which the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting. Shareholder recommendations for director nominees should include the following:
- the name and address of the stockholder of record, and of the beneficial owner, recommending the person to serve as a director (If the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act);
- the number of shares owned beneficially and of record by the stockholder and beneficial owner;
- a description of all arrangements or understandings between the stockholder, and any beneficial owner, and a proposed Director candidate;
- a description of the qualifications and background of the proposed Director candidate which addresses the minimum qualifications and other criteria for Board membership.
- the name, age, business and residential address, educational background, public company directorships, current principal occupation or employment, and principal occupation or employment for the preceding five full years of the proposed Director candidate: such other information regarding the proposed Director candidate as would be required to be included in a proxy statement filed pursuant to Regulation 14A promulgated by the SEC pursuant to the Exchange Act;
- the consent of the proposed Director candidate to be named in the proxy and serve as a director of the Company if so elected; and
- confirmation that the proposed Director candidate has the time and is willing to devote sufficient time to fulfill his or her responsibilities to the Company and its shareholders, including to attend in person the meetings of the Board of Directors and its Committees.
Criteria and Qualifications for Directors:
The Committee determines the skill set and other criteria, as appropriate, required of the candidate (e.g. does the candidate need to be a financial expert), reviews all nominations received, interviews the candidates, check references and recommends whether nominees should be submitted to the full Board of Directors. This procedure is the same for all candidates, including proposed director candidates identified by shareholders. In order for a nominee to be considered by the Committee, he or she is expected to meet the following minimum criteria:
- Director candidates shall have the highest personal and professional integrity;
- Director candidates shall have a record of exceptional ability and judgment;
- Director candidates shall have the skills and knowledge useful to the oversight of the Company and have specific skills or background that the Committee feels would strengthen the overall Board of Directors;
- Director candidates must be available, able and willing to devote the required amount of time to the Company's affairs, including attending in person the Board of Directors and committee meetings;
- Director candidates should have the interest, capacity and willingness, in conjunction with the other members of the Board of Directors, to assess and serve the long-term interests of the Company's stockholders; and
- Director candidates shall be free of any personal or professional relationships that would adversely affect their ability to serve the best interests of the Company and its stockholders.
The Committee reviews all nominees on the basis of the nominee's minimum criteria set forth above and such other qualifications, skills, education, business experience and expertise, including whether the nominee's would be independent, as the Committee or Board may deem appropriate.