GLOBAL IMAGING SYSTEMS, INC.
The primary purpose of the Executive Committee (the “Committee”) of the Board of Directors (the “Board”) of Global Imaging Systems, Inc. (the “Company”) is to perform the duties of the Board when it is impossible or impracticable to convene, or obtain the unanimous written consent of, the full Board.
The Committee will consist of the Chairs of the other Audit, Compensation and Governance Committees of the Board. The CEO will be an ex officio member of the Committee. The Chair of the Committee will rotate on an annual basis and the initial Chair will be selected based on length of service on the Board. The Chair of the Committee will be the lead independent director and will chair executive sessions of the Board and full Board meetings in the absence of the Chair/CEO of the Company.
The Committee will meet in person or telephonically as required by exigent circumstances that may require Board attention or action when a meeting or the receipt of a unanimous written consent, of the full Board is impossible or impractical.
Minutes will be prepared, and the Committee will report the results of its meetings to the Board. Committee members will be furnished copies of the minutes of each meeting and any action taken by written consent.
The Committee is governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure so long as the rules are consistent with applicable law, this Charter, or the Company’s Bylaws.
Any other Board member may attend any Executive Committee meeting as an observer at the invitation of the Chair.
The Committee will exercise all the powers reserved to the Board by the Company’s Bylaws and Charter between regular meetings of the Board or when it is impossible or impractical to convene a meeting or obtain the unanimous written consent of the Board. The Committee will report all actions taken to the full Board at the next regularly scheduled Board meeting.
If the Committee has met and acted during the year, it will produce and provide the Board with an annual performance evaluation of the Committee comparing the performance of the Committee with the requirements of this Charter. The performance evaluation will also include a recommendation for any improvements to the Committee’s Charter deemed necessary or desirable by the Committee. The performance evaluation will be conducted in a manner deemed appropriate by the Committee. The report to the Board may be made in any form deemed appropriate by the Committee including an oral report from the Chair of the Committee of the Board.
The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to select, retain, terminate and approve the fees and other retention terms of independent outside legal counsel, or other experts or consultants, with respect to any matter related to the Committee’s duties and responsibilities as it deems appropriate, including sole authority to approve the firms’ fees and other retention terms. Any communications between the Committee and independent outside legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of the communications.
Adopted by the Board of Directors on the 8th day of August 2005.