Nominating and Corporate Governance Committee
The nominating committee (“Committee”) of the board of directors (“Board”) of AMICAS, Inc. shall consist of a minimum of three directors. Members of the Committee shall be appointed and may be removed by the Board. All members of the Committee shall be independent directors as defined by the rules of NASDAQ.
The purpose of the Committee shall be to assist the Board in identifying qualified individuals to become board members, and in determining the composition of the Board and its committees, and implementing the company’s corporate governance guidelines.
In furtherance of this purpose, the Committee shall have the following authority and responsibilities:
1. To lead the search for individuals qualified to become members of the Board and to recommend director nominees, subject to the Board’s approval, to fill any vacancies and to be presented for stockholder approval at each meeting of stockholders where directors are to be elected. The Committee shall select individuals as director nominees who shall have the highest personal and professional integrity, who shall have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the stockholders. In making its recommendations, the Committee shall consider candidates proposed by stockholders. The Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria, and follow substantially the same process in considering them, as it does in considering other candidates
2. To review from time to time the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board, including such factors as independence, business experience, diversity, and personal skills in software, other technology, finance, marketing, business, financial reporting, accounting, health care and other areas that are expected to contribute to an effective Board.
To review the Board’s committee structure and to recommend to the Board for its approval directors to serve as members of each committee. The Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.
To develop and recommend to the Board for its approval, as and when the Committee deems appropriate, corporate governance guidelines and changes.
The Committee will meet periodically as necessary to act upon any matter within its jurisdiction. If the Committee consists of three members all members must be present to constitute a quorum. Otherwise, a majority of the total number of members of the Committee shall constitute a quorum at all Committee meetings. A majority of the members of the Committee present at any meeting where a quorum is present shall be empowered to act on behalf of the Committee. Minutes shall be kept of each meeting of the Committee. In lieu of meetings, the Committee may act by unanimous written consent.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion. The Committee shall have the authority to retain and terminate any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms. Without further action by the Board, the Committee shall be empowered to pay any such fees and satisfy any such terms.
The Committee shall report its actions and recommendations to the Board after each Committee meeting for the Board’s approval and shall conduct and present to the Board an annual performance evaluation of the Committee. The Committee shall review from time to time its own performance and the adequacy of this charter and recommend any proposed changes to the Board for approval.