2003 Committee Charter : CRY

CRYOLIFE, INC.
CHARTER
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

I. STATEMENT OF POLICY

Corporate governance is a structure within which directors and management can pursue effectively the objectives of the Corporation for the benefit of all its stakeholders (shareholders, employees, customers, and suppliers).

II. ORGANIZATION

There shall be a committee of the Board of Directors to be known as the Nominating and Corporate Governance Committee. The Committee shall consist of a minimum of three directors. The Committee shall recommend for Board approval actions that enhance the Board's effectiveness in fulfilling its responsibilities. The Committee shall present recommendations to the full Board with respect to Board composition, oversight processes and qualified candidates for election and re-election as directors. The composition of the Committee shall at all times comply with New York Stock Exchange rules regarding independence.

III. RESPONSIBILITIES

In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure the directors and shareholders that the nominating and corporate governance practices of the Corporation are in accordance with all requirements and are of the highest quality. The Committee shall meet at least four times annually, and shall meet with management on a regular basis.

In carrying out its responsibilities, the Committee will:

Identify, evaluate and recommend to the Board nominees for election as directors at each annual meeting of stockholders of the Corporation, and as otherwise required, whose experience and expertise will provide added value to the Board's oversight capabilities. In identifying and considering candidates, the Committee will be mindful of the importance of a diversely composed Board as well as the ability of each nominee to meet the time requirements of a Board position.


Establish qualification criteria for both existing and new Board members and make recommendations as to the size and composition of the Board.


Recommend officers for election by the Board and identify those officers who are subject to Section 16 of the Securities Exchange Act of 1934.


Oversee the periodic evaluation of the performance of management and members of the Board, including an annual joint evaluation, with the Compensation Committee, of the CEO's performance.


Annually evaluate the performance of the Committee and its members.


Review and make recommendations to the full Board regarding:


The organization and effectiveness of the Board, including its composition and processes;
The appointment of committee members, committee chairmen;
Responsibilities of the committees of the Board;
The rules of order for the Board meetings, committee meetings and shareholder meetings;
Succession planning for senior management positions and reviewing plans for management development;
The Corporation's Bylaws and Certificate of Incorporation;
Shareholder proposals; and
A set of corporate governance principles applicable to the Corporation.
IV. PROCESS

Committee members shall be appointed by the full Board and shall serve until the earlier of their resignation or removal by the Board.


Committee meetings shall be led by a Chairman appointed by the Board, and if no Chairman is present at a meeting of the Committee at which a quorum is present, a majority of the members of the Committee may elect an acting chairman of the meeting. The Committee shall have authority to delegate any decisions to a subcommittee of the Committee, provided that a full report of any action taken is promptly made to the full Committee.


The Committee shall submit the minutes of all meetings of the Committee to, and discuss the matters discussed at each Committee meeting with, the Board.


The Committee shall have sole authority to retain, determine the terms of engagement and compensation of and terminate any search firm that will be used to identify director candidates, at all times taking into account CRYOLIFE's financial position and budget.


The Committee shall submit to the Board an annual budget of its expected expenditures.