NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
October 17, 2003
The Charter of the
Nominating and Corporate Governance Committee is established as follows.
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.
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.
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.
Duties And Responsibilities
To fulfill its
responsibilities and duties, the Committee, shall:
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.
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
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.
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.
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.
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.
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.