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Nominating and Corporate Governance Committee Charter
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I. STATEMENT OF PURPOSE
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of LifeCell Corporation (the “Company”) is:
- identifying qualified individuals for membership on the Board;
- recommending to the board the director nominees for election at the next annual meeting of stockholders;
- making recommendations to the Board regarding the size and composition of the Board and its committees;
- monitoring the effectiveness of the Board; and
- developing and implementing our corporate governance policies, including the implementation of the Company’s Principles of Corporate Governance.
II. COMPOSITION OF THE COMMITTEE
The Committee:
- shall consist of not less than three members of the Board, the exact number to be established by the Board from time to time;
- members shall consist solely of individuals who meet the independence standards set forth in Securities and Exchange Commission rules and in the listing standards applicable to the Company, unless the Board determines that an exemption to such qualification is available under applicable rules; and
- members shall be appointed and may be removed by the Board.
III. RESPONSIBILITIES AND DUTIES OF THE COMMITTEE
The Committee shall:
- establish general criteria for identifying and selecting individuals who may be nominated for election to the Board, which criteria shall
- reflect, at a minimum, all applicable laws, rules, regulations and listing standards applicable to the Company, and
- include, without limitation, a potential candidate’s experience, areas of expertise and other factors relative to the overall composition of the Board;
- annually review the size, composition and needs of the board of directors and make recommendations to the Board;
- recommend to the Board the director nominees for election at the next annual meeting of stockholders;
- consider and recommend candidates for appointment to the Board to the extent vacancies arise between annual meetings of stockholders;
- consider director candidates submitted by stockholders, in accordance with guidelines developed by the Committee;
- recommend to the Board changes in the compensation and benefits paid to outside directors for their service as a member of the Board and committees of the Board;
- annually review the Committee charter and recommend to the board any changes it deems necessary or desirable;
- review and assess the adequacy of the Company’s corporate governance policies, including the implementation of the Company’s principles of corporate governance.
IV. MEETINGS OF THE COMMITTEE
The Committee shall meet as often as necessary to carry out its responsibilities, but not less than twice each year. A majority of the members of the Committee shall constitute a quorum.
V. ADDITIONAL AUTHORITY OF THE COMMITTEE
The Committee shall have the authority to do the following, in its discretion, to the extent it deems appropriate in carrying out its duties under this Charter and the Corporate Governance Principles:
- delegate any of its responsibilities to a subcommittee or subcommittees; and
- retain outside counsel and other advisors.
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