The Corporate Governance and Nominating Committee (the “Committee”) is appointed by the Board of Directors of Dendrite International, Inc. (1) to assist the Board in identifying and screening individuals qualified to become new Board members and recommending to the Board candidates for election or appointment as director; and (2) to monitor and oversee matters of corporate governance .
The members of the Committee shall be appointed and replaced by the Board. The Committee shall consist of no less than two members, each of whom shall be independent and shall meet any applicable requirements established by the Nasdaq Stock Market, Inc. One of the members shall be appointed chairperson of the Committee.
COMMITTEE AUTHORITY AND RESPONSIBILITY
1. The Committee shall develop and recommend to the Board and oversee the implementation and administration of the Company's corporate governance structure.
2. The Committee shall recommend the slate of director nominees for the annual meeting of shareholders.
3. The Committee shall develop and periodically review policies and procedures regarding the submission by shareholders of director nominations to the Committee.
4. The Committee shall identify and screen individuals qualified to become new Board members for recommendation to the Board. The Committee shall work with the Chairman of the Board and other Board members to determine the appropriate characteristics, skills and experience of new candidates to the Board. Each individual candidate shall be evaluated in the context of the Board as a whole.
5. The Committee shall have the authority to retain and terminate any search firm to be used to identify or screen director candidates and to approve the search firm's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
6. The Committee may when appropriate delegate authority to one or more members or to one or more subcommittees established by the Committee.
7. The Committee shall make regular reports to the Board.
8. The Committee shall review this Charter periodically and recommend any proposed changes to the Board for approval.
Unless there are mitigating circumstances, such as medical, family or business emergencies or commitments, Board members are expected to participate in all Board meetings and all Committee meetings of which the director is a member. Board member attendance at the Company's annual meeting of shareholders is voluntary and one Board member attended the Company's 2005 annual meeting of shareholders.
The Board of Directors has established the following procedures for shareholder communications with the Board of Directors:
• Shareholders wishing to communicate with the Board of Directors should send any communication to Dendrite International, Inc. Board of Directors, c/o Corporate Secretary, 1405 Route 206 South, Bedminster, New Jersey, USA 07921. Any such communication should state the number of shares owned by the shareholder.
• The Corporate Secretary will forward such communication to the Board of Directors or as appropriate to the particular Committee Chairperson, unless the communication is a personal or similar grievance, a shareholder proposal or related communication, an abusive or inappropriate communication, or a communication not related to the duties or responsibilities of the Board of Directors, in which case the Corporate Secretary has the authority to disregard the communication. All such communications will be kept confidential to the extent possible.
• The Corporate Secretary will maintain a log of, and copies of, all communications, for inspection and review by any Board member, and shall regularly review all such communications with the Board or the appropriate Committee Chairperson.
John E. Bailye
Chairman and Chief Executive Officer
Dendrite International, Inc.
John A. Fazio
Former Senior General Practice Partner
Bernard M. Goldsmith
Updata Capital, Inc.
Edward J. Kfoury
Former Division President
Former Chief Operating Officer
Hoechst Marion Roussel
Paul A. Margolis
Longworth Venture Partners
John H. Martinson
Edison Venture Funds
Chairman and Chief Executive Officer
Patrick J. Zenner
Former Chief Executive Officer
Hoffmann-La Roche, Inc.