Corporate Governance

HOLOGIC, INC.

CHARTER OF THE CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS


I.  PURPOSE

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.

II.  COMPOSITION

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.

III.  FUNCTIONS AND AUTHORITY

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:

  1. Corporate Governance Policies or Guidelines. Review and recommend to the Board corporate governance principles, policies or guidelines, including codes of conduct.
  2. Board Committee Structure. Recommending to the Board the Committees of the Board to be established and the delegated responsibilities to be included in a charter for each Board Committee.
  3. Committee Member Appointments. Recommending to the Board the overall composition and make-up of each Board Committee, including the chair of each Committee.
  4. Board Meeting Policies. Review and make recommendations to the Board and management relating to meeting schedules and locations; meeting agendas, including topics, order of attention and time allocation; presence and participation of senior management; and written materials distributed in advance of meetings.
  5. CEO and Other Senior Management Evaluation and Succession.
  1. Miscellaneous. Perform such other functions and have such power as may be necessary or convenient in the efficient discharge of the foregoing.

IV.  MEETINGS

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.