2004 Committee Charter : CCRD

Concord Communications, Inc.
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:
  • adopting, periodically reviewing and monitoring compliance with the
    Company's Code of Business Conduct & Ethics applicable to Company
    employees directors and officers;
  • adopting, periodically reviewing and monitoring compliance with Corporate
    Governance Guidelines applicable to Company employees, directors and
  • identifying individuals qualified to become Board members; and
  • recommending to the Board the persons to be nominated as directors at the
    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
    periodically.
    3. Board Composition and Nominations. The Committee shall:
  • Periodically evaluate the desirability of and recommend to the Board
    any changes in the size and composition of the Board.
  • In consultation with management:
    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.
  • To review the Board committees' 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.
  • Review the composition and size of the Board in order to ensure that
    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.
    IV. Meetings
    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.
    V. Compensation
    The compensation of the Committee members shall be as determined by the
    Board.
    VI. Reporting
    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.