2004 Committee Charter : INMT

Organization and Composition

The Corporate Governance Committee of the Board of Directors will consist of at least three directors appointed by the full Board who are independent in accordance with applicable laws, regulations and listing requirements.

Purpose

The Corporate Governance Committee will provide assistance to the Board of Directors in matters of corporate governance by developing, reviewing, monitoring and making recommendations to the Board concerning corporate governance principles, policies, practices and procedures and by reviewing and making recommendations to the Board concerning the Board's performance of its duties.

Specific Responsibilities

In carrying out its responsibilities, the Committee shall:


  • Obtain the approval of the Committee Charter by the Board of Directors; review the Charter and Committee effectiveness at least annually.

  • Monitor significant corporate governance issues, emerging trends and best practices.

  • Develop and recommend to the Board a set of corporate governance principles for the Company in compliance with applicable law and Nasdaq listing requirements; review these principles and Company corporate governance policies, practices and procedures, including its Code of Conduct, at least annually; recommend changes to the Board as needed.

  • Review periodically the state of the Board's compliance with Company corporate governance principles and polices, practices and procedures and legal and regulatory requirements applicable to corporate governance; review as needed any particular issues of Board compliance that may arise.

  • Receive, review and decide on any waivers of the Company's code of conduct for any director.

  • Review and report to the Board on the independence of its members at least annually; review Board conflict of interest issues as needed.

  • Develop, recommend to the Board and review at least biannually a program of director orientation and education.

  • Evaluate and report to the Board concerning Board, Committee and director performance on a regularly scheduled basis.

  • In consultation with the Chief Executive Officer and the Board Chairman, recommend committee assignments and appointments of chairpersons.

  • Identify candidates and review the qualifications of candidates for the Board, recommended for nomination and report its findings and recommendations regarding such nominations to the Board.

  • Regularly report to the Board with respect to matters considered at meetings of the Committee or otherwise coming to the attention of the Committee.