CORPORATE GOVERNANCE AND
NOMINATING COMMITTEE CHARTER
Amended and Restated as of February 29, 2004
I. Purpose of Committee
The purpose of the Corporate Governance and Nominating Committee (the
"Committee") of the Board of Directors (the "Board") of Conmed Corporation
(the "Company") is to recommend individuals to the Board for nomination as
members of the Board and its committees and to develop and recommend to
the Board a set of corporate governance principles applicable to the
Company. The Committee shall report to the Board on a regular basis and
not less than once a year.
II. Committee Membership
The Committee shall consist solely of three or more members of the Board,
each of whom is, in the business judgment of the Board, "independent"
under the rules of the NASDAQ, or any other similar national stock
exchange on which the Company's stock may be listed. The initial members
of the Committee shall be appointed by the Board. Candidates to fill
subsequent vacancies in the Committee shall be nominated by the Committee
as set forth below and appointed by the Board. Members shall serve at the
pleasure of the Board and for such term or terms as the Board may
III. Committee Structure and Operations
The Committee shall designate one member of the Committee as its
chairperson. In the event of a tie vote on any issue, the chairperson's
vote shall decide the issue. The Committee shall meet in person or
telephonically at least twice a year at a time and place determined by the
Committee chairperson, with further meetings to occur when deemed
necessary or desirable by the Committee or its chairperson.
IV. Committee Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
1. To make recommendations to the Board from time to time as to
changes that the Committee believes to be desirable to the
size of the Board.
2. To identify individuals believed to be qualified to become
Board members, and to recommend to the Board the nominees to
stand for election as directors at the annual meeting of
stockholders or, if applicable, at a special meeting of
stockholders. In the case of a vacancy in the office of a
director (including a vacancy created by an increase in the
size of the board), the Committee shall recommend to the Board
an individual to fill such vacancy either through appointment
by the Board or through election by stockholders. In
nominating candidates, the Committee shall take into
consideration such factors as it deems appropriate. These
factors may include judgment, skill, diversity, experience
with businesses and other organizations of comparable size,
the interplay of the candidate's experience with the
experience of other Board members, and the
extent to which the candidate would be a desirable addition to
the Board and any committees of the Board. The Committee shall
consider all candidates recommended by the Company's
shareholders in accordance with the procedures set forth in
the Company's annual proxy statement. The Committee may also
consider candidates proposed by management, but is not
required to do so.
3. To identify Board members qualified to fill vacancies on any
committee of the Board (including the Committee) and to
recommend that the board appoint the identified member or
members to the respective committee. In nominating a candidate
for committee membership, the Committee shall take into
consideration the factors set forth in the charter of the
committee, if any, as well as any other factors it deems
appropriate, including without limitation the consistency of
the candidate's experience with the goals of the committee and
the interplay of the candidate's experience with the
experience of other committee members.
4. Establish procedures for the Committee to exercise oversight
of the evaluation of the Board and management.
5. Develop and recommend to the Board a set of corporate
governance principles applicable to the Company, and to review
those principles at least once a year.
6. Prepare and issue the evaluation required under "Performance
7. Any other duties or responsibilities expressly delegated to
the Committee by the Board from time to time relating to the
nomination of Board and committee members.
V. Performance Evaluation
The Committee shall produce and provide to the Board an annual performance
evaluation of the Committee, which evaluation shall compare the
performance of the Committee with requirements of this charter and set
forth the goals and objectives of the Committee for the upcoming year. The
performance evaluation shall also recommend to the Board any improvements
to the Committee's charter deemed necessary or desirable by the Committee.
The performance evaluation by the Committee shall be conducted in such
manner as the committee deems appropriate. The report to the Board may
take the form of any oral report by the chairperson of the Committee or
any other member of the Committee designated by the Committee to make this
VI. Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its
duties and responsibilities to a subcommittee of the Committee.
VII. Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to
retain counsel and other experts or consultants. The Committee shall have
the sole authority to select and retain a consultant or search firm, to
terminate any consultant or search firm retained by it, and to approve the
consultant or search firm's fees and other retention terms.