Amended and Restated


This Nominating and Corporate Governance Committee Charter (the “Charter”) has been adopted by the Board of Directors (the “Board”) of Genesis HealthCare Corporation (the “Company”).


The Nominating and Corporate Governance Committee (the “Committee”) of the Board is responsible for developing and recommending to the Board a set of corporate governance policies for the Company, establishing criteria for selecting new directors, and identifying, screening and recruiting new directors. The Committee will also recommend to the Board nominees for Board and committee memberships.


Except as otherwise permitted by the applicable rules of the Nasdaq Stock Market, Inc. (“Nasdaq”), each member of the Committee shall be an independent director (“Independent Directors”) under the listing standards of Nasdaq. Committee members shall be elected annually by the Board.

If the Board fails to elect a chairperson, the Committee members shall elect a chairperson from their members. The chairperson shall be responsible for leadership of the Committee, including overseeing the agenda, presiding over the meetings and reporting to the Board. If the Committee chairperson is not present at a meeting, the remaining members of the Committee may designate an acting chairperson.

A member shall promptly notify the Committee and the Board if the member is no longer an Independent Director and such member shall be removed from the Committee unless the Board determines that an exception to the Independent Director requirement is available under the Nasdaq rules with respect to such member’s continued membership on the Committee.

Meetings and Procedures



The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter.





The Committee shall meet at least annually and more frequently as circumstances require.





The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee and/or provide such pertinent information as the Committee requests, except that no director of the Company shall participate in discussions or attend any portion of a meeting of the Committee at which that director’s nomination is being discussed.





Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting.







The Committee shall keep written minutes of its meetings, which minutes shall be maintained by the Company with the books and records of the Company. The chairperson may designate an officer or employee of the Company to serve as secretary to the Committee.

Responsibilities and Duties of the Nominating Committee

The Nominating Committee has the following duties and responsibilities:


 Selection of Director Nominees and Committee Membership



Determine what types of backgrounds are needed to help strengthen and balance the Board and establish criteria for selecting new directors.





Conduct background and qualifications checks of persons it wishes to recommend to the Board as candidates or to fill vacancies.





Conduct director evaluations prior to renomination of directors for election.





Recommend to the board the slate of nominees of directors to be proposed for election by the shareholders including individuals to be considered by the Board to fill vacancies. Recommendations should follow a review by the Committee of the performance and contribution of fellow directors as well as the qualifications of proposed new directors.





Recommend annually to the Board those directors to be selected for membership on the various Board committees. Recommendations should consider the qualifications for membership on each committee, whether the candidate will be able to devote the requisite time to the Committee, the extent to which there should be a policy of periodic rotation of directors among the committees, and any limitations on the number of consecutive years a director should serve on any one Board committee.





Determine director and committee member/chair compensation for those directors who are not also salaried officers of the Company.



Develop and Implement Policies Regarding Corporate Governance Matters



Recommend to the Board policies to enhance the Board’s effectiveness, including with respect to the distribution of information to Board members, the size and composition of the Board, and the frequency and structure of Board meetings.





Develop and review periodically, and at least annually, the corporate governance policies of the Company to ensure that they are appropriate for the Company and that policies of the Company comply with applicable laws, regulations and listing standards, and recommend any desirable changes to the Board.





Maintain and recommend to the Board for adoption a Code of Conduct for directors, officers and employees and a Code of Ethics for certain senior officers, which codes may be combined into one code.





Consider any other corporate governance issues that arise from time to time, and recommend appropriate actions to the Board.





Assist management in the review of director and officer liability insurance requirements and the alternative methods available for satisfying them.






Evaluation of the Board and Management



Oversee performance evaluations for the Board as a whole.





Maintain an orientation program for new directors and continuing education programs for directors.



Succession Planning and Other Matters



Make recommendations to the Board with respect to potential successors for key management positions.





Obtain advice and assistance from internal or external legal, accounting or other advisors as required for the performance of its duties.





Review and evaluate the Committee’s performance annually.





Review and reassess the adequacy of this Charter on an annual basis and recommend to the Board any appropriate changes.





Perform such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board.


     Investigations and Studies; Outside Advisors



The Committee may conduct or authorize investigations into or studies of matters within the scope of the Committee’s duties and responsibilities, and may retain, at the Company’s expense, such experts and other professionals as it deems necessary, including, in consultation with the Compensation Committee, obtaining consultants to be used to assist with the evaluation of the compensation of Directors. The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms, such fees to be borne by the Company.