Corporate Governance Committee

 

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PHARMION CORPORATION

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

October 17, 2003

Nominating and Corporate Governance Committee Charter Quicklinks

Purpose

Membership

Meetings

Duties and Responsibilities

Charter Amendment

The Charter of the Nominating and Corporate Governance Committee is established as follows.

1. Purpose

The purpose of the Nominating and Governance Committee (the "Committee") of the Board of Directors (the "Board") of Pharmion Corporation (the "Company") is to provide support for the governance role of the Board in reviewing and making recommendations on the composition of the Board, periodically assessing the functioning of the Board and its Committees, and making recommendations to the Board regarding corporate governance matters and practices.

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2. Membership

The Committee shall be appointed by the Board and shall consist of three (3) or more directors, as determined by the Board from time to time, each of whom shall be an independent director of the Company and shall meet the applicable independence requirements of NASDAQ and shall be selected and retained in compliance with all applicable rules, regulations and statutes. Each Committee member shall serve until a successor to such member is duly elected and qualified or until such member's resignation or removal from the Board or the Committee. The Chairman of the Committee shall be designated by the Board.

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3. Meetings

The Committee shall hold such regular meetings as may be necessary or advisable, but no less frequently than annually, and hold such special meetings as may be called by the Committee's Chairman or the Chairman of the Board. The presence in person or by telephone of a majority of the Committee's members shall constitute a quorum for any meeting of the Committee. All actions of the Committee will require the vote of a majority of its members present at a meeting of the Committee at which a quorum is present.

The Chairman of the Committee should consult with Company management in the process of establishing agendas for Committee meetings.

The Committee shall maintain and submit to the Board copies of minutes of each meeting of the Committee, and each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee at such meeting of the Committee. A copy of the minutes of each meeting shall be placed in the Company's minute book.

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4. Duties And Responsibilities

To fulfill its responsibilities and duties, the Committee, shall:

a.       With respect to the selection of directors, establish criteria and procedures for identifying candidates for the Board; periodically review potential candidates, including those submitted in accordance with the By-Laws or proxy materials of the Company, and recommend to the Board nominees for election as directors of the Company; and have the sole authority to hire and terminate the services of any search firm used in the identification of director candidates and approve such search firm's fees and other terms and conditions of such engagement.

b.      With respect to the functioning of the Board and the Committees of the Board:

         Review and make recommendations to the Board concerning the types, duties, functions, size, operation and membership of committees of the Board;

         Conduct a review and evaluation annually of the functioning of the Committee in such manner as it deems appropriate; and

         In consultation with the full Board, conduct a review and evaluation annually of the functioning of the Board in such manner as the Committee deems appropriate.

c.       Develop and recommend to the Board a set of corporate governance principles applicable to the Company and from time to time, as the Committee shall deem appropriate, make other recommendations to the Board regarding other governance matters and practices.

d.      Perform any other activities consistent with this Charter and the Company's By-Laws as the Committee, the Board, the Chairman of the Board and/or the Chief Executive Officer of the Company, if not the Chairman, deems necessary or appropriate.

e.      Review and reassess, at least annually, the adequacy of this Charter and the charters of all the other committees of the Board and recommend to the Board for its consideration any improvements in this Charter or the charters of the other committees that the Committee deems necessary or appropriate.

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5. Charter Amendment

Any member of the Committee may submit to the Board proposed amendments to this Committee Charter. The Board shall circulate any proposed Charter amendment(s) to members of the Committee promptly upon receipt. By a majority vote, the Board may approve the amendments to this Charter.

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