SYBRON DENTAL SPECIALTIES, INC.
2004 Committee Charter : SYD
CHARTER OF CORPORATE GOVERNANCE/NOMINATING COMMITTEE
The Corporate Governance/Nominating Committee (the "Committee") is a committee of the
Board of Directors (the "Board") of Sybron Dental Specialties, Inc. (the "Company").
The primary purpose of the Committee is to: (i) identify, when necessary, individuals who have
the qualities, as established by the Board, that the members of the Board are required to possess,
(ii) recommend to the Board the director nominees to be elected at each annual meeting of the
Company's stockholders or any nominee proposed to be elected by the Board at any other times
due to Board expansions, director resignations or retirements, or otherwise, including a
recommendation as to the class of directors to which the nominee should be added (iii) ensure the
Audit, Compensation and Corporate Governance/Nominating Committees of the Board have the
benefit of qualified and experienced "independent" directors, (iv) develop and recommend to the
Board a set of effective corporate governance policies and procedures for the Company, (v)
oversee any self-evaluation conducted by the Board or management of their performance, and (vi)
provide such other assistance that the Board, from time to time, requests.
3. Membership and Qualification
The Committee shall consist of three or more Independent Directors, as defined in and
determined pursuant to Section C.2 of the Company's Corporate Governance Policy.
The members of the Committee shall be appointed by the Board, who shall consider any
recommendations for membership submitted to the Board by the Committee, and a member shall
serve until such member's successor is duly elected and qualified or until such member's earlier
resignation or removal. Any member of the Committee may be removed, with or without cause,
by action of the full Board.
Unless a Committee Chairman is elected by the full Board, the Committee members may
designate a Chairman.
4. Meetings and Other Actions
The Committee shall meet at least once a year and at such additional times as may be necessary to
carry out its responsibilities. Meetings may be called by the Chairman of the Committee or the
Chairman of the Board. All meetings of and other actions by the Committee shall be held or
otherwise taken pursuant to the Company's bylaws, including bylaw provisions governing notices
of meetings, waivers thereof, and the number of Committee members required to take actions at
meetings or by written consent.
The Committee may invite to its meetings any director, member of management or any other
person it deems appropriate in order to carry out its responsibilities. The Committee may also
exclude from its meetings, or any part of a meeting, any persons it deems appropriate to exclude
in order to carry out its responsibilities.
If it so determines, the Committee may meet separately with members of management or with
outside advisors or firms to discuss any matters that the Committee believes would be
Written or electronic minutes of each meeting shall be prepared and filed with the records of the
Company and shall be available to any and all directors of the Company.
5. Reports of Meetings
At the first regularly scheduled Board meeting following a Committee meeting or an action taken
by the Committee, the Committee shall give a report of the meeting and action taken by it at the
meeting or by consent (except to the extent covered in an interim report circulated to the Board).
The report shall be made by the Committee Chairman or his or her delegate and shall be
accompanied by any recommendations from the Committee to the Board. In addition, the
Committee Chairman or his or her delegate shall be available to answer any questions the other
directors may have regarding the matters considered and actions taken by the Committee.
6. Responsibilities of the Committee
The Committee shall assist the full Board in fulfilling its responsibilities to assure that the
Company is governed in a manner consistent with the interests of the shareholders of the
Company. Without limiting the foregoing, the Committee's responsibilities shall include the
responsibilities listed below. For those duties for which a time period or frequency is not
prescribed, the duty shall be undertaken when, and as frequently as, the Committee deems
A. Composition and Size of Board
The Committee shall periodically evaluate the desirability of and recommend to the
Board any changes in the size and composition of the Board.
B. Select and evaluate director nominees
The Committee shall evaluate and recommend any candidates to be nominated by the
Board for election by the stockholders at the Company's annual meeting of stockholders
and any nominee proposed to be elected by the Board at any other times due to Board
expansions, director resignations or retirements, or otherwise.
When evaluating a potential director nominee, the Committee needs to ensure the Board
will have at least enough Independent Directors (as defined in and determined pursuant to
Section C.2 of the Company's Corporate Governance Policy) to satisfy the minimum
proportion of Independent Directors to total directors required by Section B.3 of the
Company's Corporate Governance Policy and such Independent Directors will have
appropriate skills, experience and other characteristics to provide qualified persons to fill
all Board committee positions required to be filled by Independent Directors.
In addition, the Committee should consider whether a director nominee it recommends
will satisfy the following criteria:
(i) Be an individual of high integrity, and have an inquiring mind, vision, a
willingness to ask hard questions and the ability to work well with others;
(ii) Be free of any conflict of interest that would violate any applicable law or
regulation or interfere with the proper performance of the responsibilities of a
(iii) Be willing and able to devote sufficient time to the affairs of the Company and be
diligent in fulfilling the responsibilities of a director and Board committee
member (including developing and maintaining sufficient knowledge of the
Company and its industry; reviewing and analyzing reports and other information
important to Board and committee responsibilities; preparing for, attending and
participating in Board and committee meetings; and satisfying appropriate
orientation and continuing education guidelines); and
(iv) Have the capacity and desire to represent the interests of the shareholders as a
whole and not primarily a special interest group or constituency.
C. Assess Board Performance
The Committee shall oversee an annual self-evaluation by the Board and each of the
Audit, Compensation and Corporate Governance/Nominating Committees of their
performance, authority, operations, charter and composition and the performance of each
committee member. 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 Board
The Committee shall recommend any changes considered appropriate to the authority,
operations, charter, number or membership of each committee as a result of the
evaluations. In addition, should any problems be identified with a committee member,
the Committee shall work with such person to resolve such problems or, if necessary,
seek such person's resignation or recommend to the Board such person's removal from
the applicable committee(s).
D. Orientation and Continuing Education
The Committee shall develop and periodically evaluate initial orientation guidelines and
continuing education guidelines for each member of the Board and each member of each
Board committee regarding his or her responsibilities as a director generally and as a
member of any applicable Board committee, and monitor and evaluate annually (and at
any additional time a new member joins the Board or any Board committee) each
director's cooperation in fulfilling such guidelines. Such guidelines shall take into
account all relevant factors, including the nature of each individual's responsibilities and
related background and any particular complexities relating to the Company's business,
financial statements or other characteristics. These guidelines may impose higher
requirements for directors who are members of certain Board committees than for those
who are not and may, in appropriate circumstances, impose higher or lower requirements
for a particular director based on his or her background and/or occupation.
E. Board Committees
The Committee shall submit to the Board, at any time that a member of a Board
committee is to be selected, candidates for membership on the committee.
F. Review of Succession Plans for Chief Executive Officer and Other Executive
The Committee shall periodically review with the Chief Executive Officer his or her (i)
evaluation of, and development plans for, the principal officers of the Company and its
key subsidiaries and (ii) plans for succession of himself or herself and the principal
officers in the event of an emergency or any of their retirements.
G. Corporate Governance
The Committee shall periodically review the adequacy and appropriateness of the
Company's corporate governance policy, and make recommendations to the Board
concerning any amendments to that policy or any other matters relating to corporate
governance and the rights and interests of the Company's shareholders.
H. Additional Responsibilities
The Committee shall also carry out any other responsibilities and duties delegated to it by
the Board from time to time.
In discharging its duties and responsibilities, the Committee is empowered to investigate any
matter relating to its purpose, duties or responsibilities that it deems appropriate and shall have
full access to all books, records, facilities and personnel of the Company.
Except to the extent prohibited by the New York Stock Exchange rules or other applicable law or
regulation, the Committee shall have the authority to authorize and delegate matters within its
power and responsibility to a subcommittee or directly to Company employees or other persons.
The Committee shall have the right to use reasonable amounts of time of the Company's internal
and independent accountants, internal and outside lawyers, and other internal staff and also shall
have the right to hire independent experts, lawyers and other consultants to assist and advise the
Committee in connection with its responsibilities, and the Company shall provide the funding
determined appropriate by the Committee for any such advisor. The Committee shall keep the
Company's Finance Department advised as to the general range of anticipated expenses for
outside consultants, and shall obtain the concurrence of the full Board (in advance or after-thefact)
for expenditures exceeding $15,000 in any year.
The Committee shall have sole authority to retain and terminate any search firm used to identify
director candidates and to approve any such search firm's fees and other terms of retention.