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About Bard

Board Committees - Governance Committee Charter

GOVERNANCE COMMITTEE CHARTER
C. R. BARD, INC.
Effective December 10, 2003


Under the By-laws of C. R. Bard, Inc. (the "Company"), the Board of Directors may appoint committees and confer powers on such committees at pleasure. The Governance Committee (the "Committee") is one such committee.

The Board of Directors and the Committee have approved and adopted the following Charter to define the Committee's composition, responsibilities and operation.

  • PURPOSE

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

  • STRUCTURE AND OPERATIONS

    Composition and Qualification

    The Committee shall comprise three or more directors of the Company, each of whom shall, by no later than the date of the Company's 2004 annual meeting of shareholders, be determined by the Board of Directors to be "independent" in accordance with the rules of the New York Stock Exchange, Inc.

    Appointment and Removal

    The members of the Committee shall be appointed by the Board of Directors 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 of Directors.

    Chairman

    Unless a Chairman of the Committee is elected by the full Board of Directors, 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.

  • MEETINGS

    The Committee shall meet at stated times, generally twice per year, without notice, 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.

    All nonmanagement 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.

  • DUTIES AND POWERS

    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 of Directors 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.

    Board Selection, Composition and Evaluation



    1. Advise and make recommendations to the Board of Directors on all matters concerning Board procedures and directorship practices.

    2. Identify individuals believed to be qualified as candidates to serve on the Board of Directors, consistent with criteria approved by the Board of Directors, and select, or recommend that the Board select, the candidates for all directorships to be filled by the Board or by the shareholders at an annual or special meeting. In identifying candidates for membership on the Board of Directors, the Committee shall take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board of Directors. The Board of Directors as a whole should possess all of the following core competencies, with each candidate contributing knowledge, experience and skills in at least one domain: accounting and finance, business judgment, management, industry knowledge, international markets, leadership and strategy/vision.

      Review and make recommendations to the full Board of Directors as to whether members of the Board should stand for re-election. Consider matters relating to the retirement of Board members, including term limits or age caps.

      In the case of a director nominated to fill a vacancy on the Board of Directors due to an increase in the size of the Board, recommend to the Board the class of directors in which the director-nominee should serve.

    3. Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates. In that connection, the Committee shall have sole authority to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as directors, including sole authority to approve the fees payable to such search firm and any other terms of retention.

    4. Consider questions of independence and possible conflicts of interest of members of the Board of Directors and executive officers.

    5. Review and make recommendations to the Board of Directors, as the Committee deems appropriate, regarding the composition and size of the Board of Directors in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.

    6. Oversee evaluation of, at least annually, and as circumstances otherwise dictate, the Board of Directors and management.

    7. The Committee will consider candidates recommended by shareholders to serve on the Board of Directors. In order to nominate a director for election at the Company's annual meeting, the shareholder making the nomination must comply with the procedures for shareholder nominations set forth in Section 3 of Article IV of the Company's By-laws or any successor provision thereto.

    Committee Selection, Composition and Evaluation

    1. Recommend members of the Board of Directors to serve on the committees of the Board, giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant, and where appropriate, make recommendations regarding the removal of any member of any committee.

    2. Recommend members of the Board of Directors to serve as the Chairman of the committees of the Board of Directors.

    3. Periodically review the charter, composition and performance of each committee of the Board and make recommendations to the Board for the creation of additional committees or the elimination of Board committees.

    Corporate Governance

    1. Consider the adequacy of the certificate of incorporation and by-laws of the corporation and recommend to the Board of Directors, as conditions dictate, that it propose amendments to the certificate of incorporation and by-laws for consideration by the shareholders.

    2. Develop and recommend to the Board of Directors a set of corporate governance principles and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board of Directors in light of such developments as may be appropriate.

    3. Consider policies relating to meetings of the Board of Directors. This may include meeting schedules and locations, meeting agendas and procedures for delivery of materials in advance of meetings.

    Administration of Director Compensation Plans

    1. Consider and make recommendations to the Board of Directors, as the Committee deems appropriate, regarding directors' compensation and benefits, including, without limitation, equity compensation, and directors' and officers' indemnification and insurance.

    2. Administer the 1988 Directors Stock Award Plan of C. R. Bard, Inc., and the Stock Equivalent Plan for Outside Directors of C. R. Bard, Inc., as from time to time amended, in accordance with the terms thereof.

    Continuity / Succession Planning Process

    1. Oversee and approve the management continuity planning process. Review and evaluate the succession plans relating to the chief executive officer and other executive officer positions and make recommendations to the Board with respect to the selection of individuals to occupy these positions.

    Reports

    1. Report regularly to the Board of Directors (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 of Directors 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.

  • ANNUAL PERFORMANCE EVALUATION

    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 of Directors 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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