The Cooper Companies,
Nominating Committee Charter
This Nominating Committee Charter was adopted by the Board of Directors (the "Board") of The Cooper Companies, Inc. (the "Company") on December 16, 2003.
The Nominating Committee of the Board (the "Committee") is established by the Board to oversee, on behalf of the Board, and to recommend to the Board for approval:
Basic Duties and Responsibilities
The Committee shall provide assistance to the Board in fulfilling its responsibilities by:
1. Developing the Company's overall philosophy in selection of Director nominees;
2. Developing appropriate criteria for new Company Directors in light of independence requirements and in relation to business and developmental goals, including desirable educational or employment background, expertise or special knowledge (with reference to experience complementary to other nominees and special skills related to expected business trends), industry experience and corporate affiliations;
3. Examining and monitoring means to enhance the quality and independence of Director nominees;
4. Recommending to the Board, in compliance with the selection criteria as determined by the Committee in accordance with this Charter, nominees for election as Directors at the annual meeting of stockholders or for any vacancies on the Board (including any vacancies created by an increase in the size of the Board); provided, however, that if the Company is legally required by contract or otherwise to provide third parties with the ability to nominate Directors (for example, preferred stock rights to elect Directors upon a dividend default, stockholder agreements, and management agreements), then the selection and nomination of such Directors need not be subject to this process;
5. Determining the necessity or desirability of retaining a search firm for identification of Director candidates. The Committee will have sole authority to retain or terminate any search firm it considers necessary to the identification and recommendation of candidates, and shall have sole authority to approve the terms of retention and fees paid to such firm; and
6. Performing such other activities and making such other recommendations to the Board on such matters, within the scope of its functions and consistent with this Charter, as may come to its attention and which in its discretion warrant review, consideration or approval by the Board.
The Committee will conduct a review and reassessment of this Charter at least annually and will submit any recommended changes to the Board for its consideration. The Committee will evaluate its own performance on an annual basis, including its compliance with this Charter, and will provide any written material with respect to such evaluation to the Board, including any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.
Committee Composition/Procedural Matters
1. The Committee will be comprised of at least three independent Directors, as determined by the Board, all of whom shall satisfy the independence requirements of the New York Stock Exchange and the applicable rules and regulations promulgated by the Securities and Exchange Commission.
2. The members of the Committee will be appointed annually by the Board, taking into consideration the recommendation of the Committee, if any. Committee members may be removed from the Committee, with or without cause, by the Board, taking into consideration any recommendation of the Committee.
3. The Board will elect a Committee Member to act in a leadership (Chair) capacity to ensure administrative efficiency and proper Committee processes and functioning.
4. The Chair (or in his absence, a member designated by the Chair) will preside at all meetings of the Committee.
5. The presence of two members will constitute a quorum; a majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee.
6. The Committee may delegate to sub-committees, comprised solely of members of the Committee, any task within the Committee's authority.
7. The Committee will act proactively in establishing its own goals, agendas, and planned meeting dates.
8. The Committee will meet at such times as had previously been scheduled or determined by its Chair or upon the request of any two of its members.
9. The Committee will keep a record of its meetings and shall report to the Board following meetings of the Committee and as otherwise appropriate.
10. The Committee may meet by telephone or video conference and may take action by written consent.
11. The Committee will prepare required and/or requested reports for the Board.
Disclosure of Charter
This Charter shall be made available on the Company's website at http://www.coopercos.com and to any stockholder who otherwise requests a copy. The Company's Proxy Statement and Annual Report to Stockholders shall state the foregoing.