NY-242493 v2 0802385-201
2003 Committee Charter : PRX
Pharmaceutical Resources, Inc.
Nominating-Corporate Governance Committee Charter
The Nominating-Corporate Governance Committee (the "Committee") shall provide assistance to the Company's
Board of Directors (the "Board") in fulfilling its responsibility with respect to the corporate governance of the
Identification and recommendation of qualified candidates for election to the Board and its committees;
Development and recommendation of appropriate corporate governance principles for the Company; and
Recommendation of appropriate policies and procedures to ensure the effective functioning of the Board.
2.0 Structure and Operations
2.01 Composition and Qualifications
The Committee shall be comprised of three or more members of the Board, each of whom is determined by the
Board to be "independent" under the rules of the New York Stock Exchange (the "NYSE") and such other standards
as may be established by the Committee.
2.02 Appointment and Removal
Board Appointment. The members of the Committee shall be appointed by the Board and shall serve until such
member's successor is duly elected and qualified or until such member's earlier resignation or removal.
Board Removal. The members of the Committee may be removed and/or replaced by the Board, with or without
cause, in its sole discretion.
The Committee's Chairperson shall be designated by the Board or, if it does not do so, by a vote of a majority of
the Committee's members.
The Committee may form and delegate any of its responsibilities to subcommittees as the Committee may deem
appropriate in its sole discretion.
The Committee shall have full authority to retain outside legal, accounting or other advisors in carrying out its duties
and responsibilities, and sole authority to retain and terminate any search firm to be used to identify director
candidates. As part of this authority, the Committee shall be authorized to approve the fees payable to such
advisors and firms and any other terms of retention, and the Company shall provide the funding determined
appropriate by the Committee for any such advisors and firms.
The Chairperson will preside at each meeting of the Committee and, in consultation with the other members of the
Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each
meeting. The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, either in
person or telephonically, and at such times and places as the Committee shall determine. The Committee shall
make regular reports to the Board on its activities. These reports will generally occur after each Committee
meeting or at such other times as the Committee deems appropriate.
4.0 Duties and Responsibilities
The duties and responsibilities enumerated in this Section 4.0 shall be the common recurring activities of the
Committee in carrying out its purposes. The Committee shall also carry out any other duties and responsibilities
delegated to it by the Board from time to time.
4.01 Board Members
Selection Criteria, Evaluation and Recruitment. The Committee shall determine, as from time to time deemed
appropriate, the criteria for qualification and selection of directors for election to the Board, identify and evaluate
possible candidates against such criteria, evaluate matters relating to the recruitment of directors, and assist the
Board as requested in attracting and retaining qualified members for the Board.
Director Nominees. The Committee shall recommend to the Board the slate of nominees of directors to be elected
by the stockholders and any nominee proposed to be elected by the Board to fill a vacancy.
Committee Members. As from time to time deemed appropriate, the Committee shall recommend to the Board the
directors to be selected for membership on board committees.
Director Independence. The Committee shall develop and make recommendations to the Board for approval,
standards and processes for determining the independence of Board members that meet the requirements of the
NYSE and any other applicable law or regulation.
Director Orientation and Education. The Committee shall develop and oversee the operation of an orientation
program for new directors and determine whether and what form of continuing education for directors is
4.02 Corporate Governance Principles
Initial Development. The Committee shall develop, and make recommendations to the Board for approval of,
written corporate governance principles, including all subjects required to be addressed by the NYSE rules, any
applicable law or regulation and any other matters deemed appropriate by the Committee.
Periodic Review. The Committee shall periodically, review the adequacy and appropriateness of these corporate
governance principles and make recommendations to the Board concerning any amendments to those principles.
4.03 Board Evaluations
Board and Committee Evaluations. The Committee shall oversee an annual self-evaluation by the Board and each
of the Audit, Nominating-Corporate Governance, Compensation and Stock Option, and Executive Search
Committees. Each evaluation shall be made available to all members of the Board. As part of its oversight, the
Committee shall determine the matters to be evaluated in connection with the Board evaluation and the process for
the evaluation of the Board and shall determine and recommend to the full Board the process for evaluations by
Effective Functioning of the Board. Based on the results of the annual Board evaluation, as well as on any other
matters the Committee shall deem relevant, the Committee shall make such recommendations to the Board
regarding board processes and other items deemed appropriate to improve or ensure the effective functioning of
the Board as the Committee shall from time to time deem advisable or appropriate.
5.0 Annual Performance Evaluation and Charter Review
Performance Evaluation. The Committee shall conduct and present to the Board an annual performance
evaluation of the Committee.
Charter Review. The Committee shall review and reassess, at least annually, the adequacy of this Charter and
recommend to the Board concerning any amendments to this Charter. Amendments to this Charter shall be
subject to Board approval.
6.0 Disclosure of Charter
This Charter will be made available on the Company's website at www.parpharm.com.