2003 Committee Charter : EYE

CHARTER FOR THE
GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
OF
VISX, INCORPORATED
(as adopted by the Committee on February 21, 2003)
PURPOSE:
The purpose of the Governance Committee (the "Committee") of the Board of Directors of VISX, Incorporated, a Delaware corporation (the "Company"), is to assist the Board of Directors in meeting appropriate governance standards. To carry out this purpose, the Committee shall: (1) assist the Board by identifying prospective director nominees and recommending the director nominees for the next annual meeting of stockholders; (2) develop and recommend to the Board the governance principles applicable to the Company; (3) oversee the evaluation of the Board and management; and (4) recommend to the Board director nominees for each committee. The Committee shall also be responsible for recommending compensation and benefits for the Company's non-employee directors to the Board.
NOMINATION AND APPOINTMENT POLICY:
The Committee believes that it is in the best interests of the Company and its stockholders to obtain highly qualified candidates to serve as members of the Board. The Committee shall seek candidates for nomination and appointment with excellent decision-making ability, business experience, personal integrity and reputation.
COMMITTEE MEMBERSHIP AND ORGANIZATION:
The Governance Committee shall consist of no fewer than three members. The members of the Committee will be appointed by and will serve at the discretion of the Board, and will meet the independence requirements of the New York Stock Exchange. The chairman of the Governance Committee shall also serve as the Lead Director of the Board.
COMMITTEE RESPONSIBILITIES AND AUTHORITY:
  • Evaluate the current composition, organization and governance of the Board and its committees, determine future Board and committee requirements and make recommendations regarding the foregoing to the Board for approval.
  • Evaluate and make recommendations to the Board concerning the appointment of directors to Board committees, the selection of Board committee chairs, and proposal of the Board slate for election. Consider stockholder nominees for election to the Board.
  • Determine desired Board qualifications, expertise and characteristics, and as necessary, conduct searches for potential Board members with corresponding
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    attributes. Evaluate and propose nominees for election to the Board. In performing these tasks the Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates.
  • Evaluate the performance of the Board and individual directors, and, if necessary, recommend termination of individual directors in accordance with the Board's governance principles, for cause or for other appropriate reasons. Oversee the annual Board performance evaluation process including conducting surveys of director observations, suggestions and preferences, and reviewing the self-evaluation of each director.
  • Conduct an annual review on CEO succession planning, report its findings and recommendations to the Board, and work with the Board in evaluating potential successors to executive management positions.
  • Evaluate and recommend compensation and benefits for the Company's non-employee directors to the Board.
  • Coordinate and approve Board and committee meeting schedules and content.
  • Develop and recommend to the Board the governance principles and codes of ethics applicable to the Company.
  • Review and re-examine this Charter as necessary.
  • Form and delegate authority to subcommittees when appropriate.
  • Annually review and evaluate Committee performance.
    In performing its responsibilities, the Committee shall have the authority to obtain advice, reports or opinions from internal or external counsel and expert advisors.
    MEETINGS:
    The Committee will meet at least two times each year. The Committee may establish its own schedule, which it will provide to the Board in advance.
    MINUTES:
    The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.
    REPORTS:
    The Committee shall report to the Board regarding its recommendations for director nominees for the next annual meeting of stockholders and regarding its examinations and recommendations with respect to corporate governance.
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    06BOD/Misc/NomGovCharterFINAL.doc -3-COMPENSATION:
    Compensation, if any, for members of the Governance Committee shall be determined by the Board of Directors in its sole discretion. Such fees may include retainers, per meeting fees and special fees for service as Chair of the Committee. Fees may be paid in such form of consideration as is determined by the Board of Directors.