Concord Communications, Inc.
2004 Committee Charter : CCRD
Corporate Governance and Nominating Committee Charter
I. Purpose and Scope
The primary function of the Corporate Governance and Nominating Committee
(the "Committee") is to assist the Board of Directors (the "Board") of Concord
Communications, Inc. (the "Company") in fulfilling its responsibilities by:
Company's Code of Business Conduct & Ethics applicable to Company
employees directors and officers;
Governance Guidelines applicable to Company employees, directors and
annual meeting of stockholders.
II. Committee Membership
Members of the Committee shall be elected by the Board and shall serve until
their successors are duly elected and qualified or until their earlier resignation or removal.
Unless a Chair is elected by the Board, the members of the Committee may designate a
Chair by majority vote of the full Committee membership.
The Committee shall be composed of a minimum of three directors, all of whom
must be independent directors, except under exceptional and limited circumstances as
permitted by the applicable rules and regulations. Notwithstanding the foregoing, if
fewer than three independent directors sit on the Board, the Committee shall be
composed of such lesser number of directors, all of whom must be independent directors,
as the Board from time to time may designate.
III. Responsibilities and Duties
1. Code of Business Conduct & Ethics. The Committee shall develop and
recommend to the Board the adoption of a Code of Business Conduct &
Ethics for Company employees, directors and officers designed to promote
honest and ethical conduct, which shall at a minimum comply with all
applicable regulatory and statutory requirements, and address compliance
with laws and regulations, conflicts of interest, the reporting of any illegal
or unethical behavior, and retaliation for such reports.
2. Corporate Governance Guidelines. The Committee shall develop and
recommend to the Board for adoption a set of Corporate Governance
Guidelines for Company directors, and to review those guidelines
3. Board Composition and Nominations. The Committee shall:
any changes in the size and composition of the Board.
o identify individuals qualified to become Board members;
o recommend to the Board the persons to be nominated for
election as directors at the annual meeting of stockholders; and
o recommend to the Board the persons to be elected by the Board
to fill any vacancies on the Board.
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.
the Board is comprised of members reflecting the proper expertise,
skills, attributes and personal and professional backgrounds for service
as a director of the Company, as determined by the Committee.
4. General. The Committee shall perform any other responsibilities
delegated to the Committee by the Board from time to time and to take
such other actions regarding the Company's corporate governance that are
in the best interest of the Company and its shareholders as the Committee
deems appropriate or as shall otherwise be required by law or regulation.
The Committee will meet periodically as necessary, but at least annually, to act
upon any matter within its jurisdiction. A majority of the total number of
members of the Committee shall constitute a quorum of all Committee meetings.
A majority of the members of the Committee shall be empowered to act on behalf
of the Committee.
The compensation of the Committee members shall be as determined by the
The Committee shall report its findings to the Board and shall keep written
minutes of its meetings which shall be recorded and filed with the books and
records of the Company.