CHARTER OF THE CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS
The purpose of the Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Hologic, Inc., a Delaware corporation (the "Company"), will be to (i) review and evaluate the Company's policies, codes of conduct and guidelines relating to corporate governance; (ii) evaluate and make recommendations to the Board regarding Board Committees, including recommending the Committees which should be established and their respective composition and structure; (iii) evaluate and make recommendations to the Board regarding Board meeting policies; (iv) review and evaluate the CEO and other senior management of the Company (unrelated to compensation matters); and (v) serve as a focal point for Chief Executive Officer ("CEO") succession planning and an interface between management and the Board regarding the selection of other senior management.
The Committee shall consist of not less than three members of the Board appointed by resolution of the Board and shall serve at the discretion of the Board. All the members of the Committee shall be "independent" within the meaning of the rules of the Nasdaq Stock Market, or such other stock market on which the Company's securities may be listed. The Committee's chairperson shall be designated by the Board or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the Committee.
The operation of the Committee will be subject to the provisions of the Bylaws of the Company, as in effect from time to time, and to Section 141 of the Delaware General Corporation Law. The Committee will have the full power and authority to carry out the following responsibilities:
The Committee will hold meetings as and when the Committee deems appropriate. The Committee may meet by telephone or video conference and may take action by written consent. A majority of the members of the Committee shall constitute a quorum.
V. MINUTES AND REPORTS
Minutes of each meeting will be kept and distributed to each member of the Committee, members of the Board who are not members of the Committee and the Secretary of the Company. The Committee will report to the Board whenever so requested by the Board.