Finance Committee Charter
The purpose of the Finance Committee (the "Committee") of the Board of Directors (the "Board") of Amylin Pharmaceuticals, Inc. (the "Company") is to (i) consider the ongoing financing needs of the Company; (ii) consider alterative financing mechanisms available to the Company; (iii) make recommendations to the Board regarding the implementation of appropriate financing mechanisms; and (iv) undertake any other duties or responsibilities expressly delegated to the Committee by the Board from time to time. It is the intent of the Board to comply with the Bylaws of the Company and all applicable laws, rules and regulations, including rules promulgated by The NASDAQ Stock Market, Inc. (collectively, the "Requirements" ) applicable to this Committee and the charter. To the extent any Requirements are added or amended, this charter shall be deemed to incorporate such additions or amendments.
The Committee shall consist of at
least three (3) directors. All members of the Committee shall be financially
literate and shall have previous experience with the financing of companies in
Members shall be appointed by the Board, and shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
STRUCTURE AND OPERATIONS
The Board shall designate one member of the Committee as its chair. The majority of the members shall constitute a quorum. The Committee shall meet in person or telephonically at least once a year and at other times as deemed necessary or desirable by the Committee or its chair. The Committee may also take action by unanimous written consent.
The Committee may invite to the Committee meetings any employees or consultants the Committee deems appropriate.
DELEGATION TO SUBCOMMITTEE
The Committee may, in its' discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
The Committee shall produce the following reports and provide them to the Board.
1. An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this charter. The performance evaluation should also recommend to the Board any improvements to this charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the chair of the Committee or any other member of the Committee designated by the Committee to make this report.
2. A summary of the actions at each Committee meeting, which shall be presented to the Board for review and presented to the Secretary of the Company for inclusion in the Company's minute books.
RESOURCES AND AUTHORITY
The Committee shall have full power and authority to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management.