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BARD - Advancing the Delivery of Health Care.®BARD - Advancing the Delivery of Health Care.®
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About Bard

Corporate Governance

Board Committees - Compensation Committee Charter

Effective December 10, 2003

Under the By-Laws of C. R. Bard, Inc. ("Bard" or the "Company"), the Board of Directors (the "Board") may appoint committees and confer powers on such committees at pleasure. The Compensation Committee (the "Committee") is one such committee. The Board and the Committee have approved and adopted the following Charter to define the Committee's composition, responsibilities and operation.


    The purpose of the Committee shall be to perform and satisfy the functions and duties described below.


    Composition and Qualifications

    The Committee shall comprise three or more members of the Board, each of whom shall, by no later than the date of the Company's 2004 annual meeting of shareholders, be determined by the Board to be "independent" under the rules of the New York Stock Exchange, Inc. (the "NYSE"). Additionally, no director may serve unless he or she (i) is a "Non-employee Director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code (provided, that any inadvertent (as determined by the Committee) non-compliance with the foregoing clauses (i) and (ii) shall not impair the authority of the Committee or the validity of any actions taken by the Committee).

    Appointment and Removal

    The members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.


    Unless a Chairman of the Committee is elected by the full Board, the members of the Committee shall designate a Chairman of the Committee by majority vote of the full Committee membership. The Chairman shall be entitled to cast a vote on all matters and additionally to cast a vote to resolve any ties. The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings.

    Delegation to Subcommittees

    In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.


    The Committee shall meet at least two times annually, without notice, or more frequently as circumstances dictate, or on notice to all by the Chairman of the Board, the Chief Executive Officer of the Company or any member of the Committee. Any meeting of the Committee may be held telephonically.

    As part of its review and establishment of the performance criteria and compensation of designated key executives, the Committee should meet separately at least on an annual basis with the Chief Executive Officer, the Company's principal human resources executive and any other employees, as it deems appropriate. However, the Committee should meet regularly without such officers present, and in all cases such officers shall not be present at meetings at which their performance and compensation are being discussed and determined.

    All non-management directors who are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings, or communicate with, any director, officer or employee of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons not on the Committee it deems appropriate in order to carry out its responsibilities.

    A majority of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.

    The Committee shall keep regular minutes of its proceedings, and the Corporate Secretary's office shall maintain the minute book of the Committee.


    The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities hereunder. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee.

    The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority to retain outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention.

    Setting Compensation for Executive Officers

    1. Establish and review the overall compensation philosophy of the Company.

    2. Review and approve corporate goals and objectives relevant to the Chief Executive Officer's and other executive officers' compensation, including annual performance objectives.

    3. Evaluate the performance of the Chief Executive Officer and other executive officers in light of these criteria and, based on such evaluation, determine and approve, either as a Committee or together with the other independent directors (as directed by the Board), the annual salary, bonus, equity-based incentives and other benefits, direct and indirect, of the Chief Executive Officer and other executive officers. In determining the long-term incentive component of the Chief Executive Officer's compensation, the Committee should consider the Company's performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the Chief Executive Officer in past years.

    4. In connection with executive compensation programs:

      • Review and recommend to the full Board, or approve, new executive compensation programs;

      • Review on a periodic basis the operations of the Company's executive compensation programs to determine whether they are achieving their intended purpose(s);

      • Establish and periodically review policies for the administration of executive compensation programs; and

      • Take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance.

    5. Establish and periodically review policies in the area of senior management perquisites.

    6. Review and make recommendations to the full Board, or approve, any contracts or other transactions with current executive officers of the Company, or any person who served as an executive officer of the Company within the year preceding the contract or other transaction, including consulting arrangements, employment contracts, severance or termination arrangements and loans to employees made or guaranteed by the Company, except such loans the approval of which has been delegated pursuant to the Company's Delegation of Authority policy (Corporate Policy I-2 or successor policy thereto).

    Monitoring Incentive and Equity-Based Compensation Plans

    1. Review and make recommendations to the Board with respect to the Company's compensation programs, incentive-compensation plans and equity-based plans, and oversee the activities of the individuals responsible for administering those plans.

    2. Review and approve all employee equity compensation plans of the Company, subject to the approval of the Company's shareholders, as required.

    3. Review and make recommendations to the full Board, or approve, all awards pursuant to the Company's employee equity-based plans.

    4. Monitor compliance by executives with the rules and guidelines of the Company's equity-based plans.

    5. Review and monitor any employee pension, profit sharing and benefit plans.

    6. Select, retain and/or replace, as needed, compensation and benefits consultants and other outside consultants to provide independent advice to the Committee. In that connection, in the event the Committee retains a compensation consultant, the Committee shall have the sole authority to approve such consultant's fees and other retention terms.


    1. Prepare an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with applicable rules and regulations of the NYSE, Securities and Exchange Commission (the "SEC") and other applicable regulatory bodies.

    2. Report regularly to the Board (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the Committee's discharge of its responsibilities and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report.


    The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.


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