The primary purposes of the Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Global Imaging Systems, Inc. (the “Company”) are as follows:


·        Determine the slate of director nominees for election to the Company’s Board of Directors;

·        Identify and recommend candidates to fill vacancies occurring between annual shareholder meetings; and

·        Develop and implement: (i) the Company’s Corporate Governance Principles; (ii) succession plans for the Company’s CEO and other senior managers; (iii) policies and procedures for evaluation of the Board and its members; (iv) policies and procedures for the review and, if necessary, amendment of the Charters of the Committees of the Board; (v) policies and procedures for the receipt and investigation of employee complaints; and (vi) such other policies and procedures the Committee deems appropriate to facilitate good corporate governance and promote corporate responsibility.




The Committee will consist of at least three directors. Each committee member will be an “independent director”. An “independent director” is a director who (i) is not an officer or employee of the Company or its subsidiaries; (ii) does not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director; and (iii) is otherwise “independent” under the rules of the NASDAQ Stock Market, Inc. (“NASDAQ”).


The Board will appoint members of the Committee. The Board will designate one member of the Committee as its Chair. Committee members will serve until a successor is appointed or until a member’s earlier resignation or removal. The Board may remove any member of the Committee at any time with or without cause.




The Committee will meet in person or telephonically at least twice a year. Additional meetings will be convened as necessary.


Minutes will be prepared, and the Committee will report the results of its meetings to the Board. Committee members will be furnished copies of the minutes of each meeting and any action taken by written consent.


The Committee is governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure so long as the rules are consistent with applicable law, this Charter, or the Company’s Bylaws.


Duties and Responsibilities


Subject to the Company’s Corporate Governance Principles, the Committee’s primary duties and responsibilities are as follows:



Delegation to Subcommittee


The Committee may, in its discretion, delegate all or a portion of its duties to a subcommittee of the Committee.


Performance Evaluation


The Committee will produce and provide the Board with an annual performance evaluation of the Committee comparing the performance of the Committee with the requirements of this Charter. The performance evaluation will also include a recommendation for any improvements to the Committee’s Charter deemed necessary or desirable by the Committee. The performance evaluation will be conducted in a manner deemed appropriate by the Committee. The report to the Board may be made in any form deemed appropriate by the Committee including an oral report from the Chair of the Committee to the Board.


Resources and Authority of the Committee


The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to select, retain, terminate and approve the fees and other retention terms of independent outside legal counsel, any search firm used to identify director candidates, or other experts or consultants, with respect to any matter related to the Committee’s duties and responsibilities as it deems appropriate, including sole authority to approve the firms’ fees and other retention terms. Any communications between the Committee and independent outside legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of the communications.


Adopted by the Board of Directors on the 8th day of August 2005.