IMS Health Incorporated Nominating and Governance Committee
Charter (amended and restated as of February 16, 2006)
The Committee shall be composed solely of three or more directors, each of whom the Board has determined has no material relationship with the Company and each of whom is otherwise “independent” under the rules of the New York Stock Exchange.
Members of the Committee will be appointed by the Board for a one-year term or until a successor is appointed and qualified. The Board may at any time and in its complete discretion remove any member of the Committee and may fill any vacancy on the Committee. It is anticipated that members will be reappointed to a committee and will rotate to another committee every three to four years so that members may gain experience and provide continuity of service.
The Chair of the Committee shall be selected by the full Board.
The Committee shall provide assistance to the full Board with respect to:
1. Board organization, membership, and function, including identifying qualified individuals to become Board members and recommending to the Board a slate of candidates for election as directors at each annual meeting;
2. Committee structure and membership; and
3. General corporate governance matters and practices, including developing and implementing the Company’s Corporate Governance Guidelines.
The Nominating and Governance Committee shall:
1. Review and recommend to the Board criteria for the selection of director candidates. The criteria weighed in the director selection process include among other things: the relevance of the candidate’s experience to the business of the Company and how that experience interplays with that of the other Board members; enhancing the diversity of the Board; the candidate’s independence from conflict or direct economic relationship with the Company; and the ability of the candidate to attend Board meetings regularly and devote an appropriate amount of effort in preparation for those meetings. In addition, the Committee will consider candidates who allow the Board to maintain relationships with the Company’s customers and other stakeholder groups and to respond to developments in the market in which the Company operates. It is also expected that director nominees be individuals who possess the character, judgment, skill and reputation and hold positions or affiliations befitting a director of a U.S. publicly held company of the Company’s size.
2. 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 shareholders. In the case of a new position created by expansion and vacancies that occur by resignation, by retirement or for any other reason, the Committee shall make recommendations to the Board with respect to candidates to serve as director on the basis of a process developed by the Committee for the assessment and approval of new directors.
3. Review candidates for director put forward by shareholders, if any, on the basis of a process developed by the Committee.
4. Review annually with the Board the relationships that each director has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).
5. Make recommendations regarding director retirement age, tenure and removal.
6. Review the continued appropriateness of Board membership of those members who retire from, or change, the position they held when they joined the Board.
7. Review at least annually and make recommendations to the Board regarding the members and chair of all committees. Diversity will be sought for each committee.
8. Review all Board committees’ charters and make recommendations regarding each committee’s size, structure and function.
9. Monitor compliance with the IMS Corporate Governance Principles and general corporate governance issues and periodically review, and make recommendations for changes to, the Corporate Governance Principles.
10. Study and review the overall effectiveness of the organization of the Board and the conduct of its business, and make recommendations to the Board with regard thereto.
11. Review any waiver and interpretation of the Policy on Business Conduct applicable to directors and questions of possible conflicts of interest of Board members.
12. Develop and monitor, with full Board involvement, an annual self-evaluation of the Board as a whole and establish procedures for the Committee to exercise oversight of the self-evaluation of the Board committees.
13. Oversee the setting of annual and long-term performance goals for the Chairman and CEO and the evaluation of his or her performance against such goals. At the beginning of each year, the Committee shall meet with the Chairman and CEO to receive his or her recommendations concerning such goals. The goals are then submitted for consideration by the outside Directors of the Board at a meeting or executive session of that group. Near the end of each year, each outside Director will evaluate the Chairman and CEO and the Committee Chairman will then tabulate the evaluations and report the results to the outside Directors at a meeting or executive session of that group. After the Board approves the Chairman and CEO’s evaluation, the results are provided to the Compensation and Benefits Committee.
14. Develop and administer a formal director orientation program to be completed by new directors within the first sixty days following their appointments and make recommendations to the Board regarding continuing education for directors, either individually, as a committee, or as the entire Board, when circumstances suggest such education would be of significant benefit to the director(s).
15. Review this Charter no less frequently than annually and recommend to the Board any changes that the Committee deems advisable. Only the full Board may amend this Charter.
16. Develop and monitor a process by which shareholders may communicate directly with one or more of the Company’s non-management directors.
The following shall apply to meetings of the Committee:
1. The Committee shall determine the frequency (which shall be at least twice a year), location and time requirements for regularly scheduled Committee meetings. Other meetings will be called as needed by the Corporate Secretary. Materials and agenda will be furnished in advance for each regular meeting, and where practical, for called meetings.
2. Any two Committee members shall constitute a quorum. The Board may designate one or more directors as alternate members of the Committee, who may replace any absent or disqualified member at any meeting of the Committee. In the absence or disqualification of a member of the Committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members hereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member, provided that such other member satisfies all applicable criteria for membership on the Committee.
3. The Committee will keep minutes of each meeting. The keeping of the minutes will be performed by the Corporate Secretary or by a member of the Committee. A copy of the minutes will be sent to all members of the Board.
4. If the Committee Chair is absent from a meeting, another member of the Committee will act as Chair.
5. The meeting agenda will be set by the Committee Chair after conferring with the appropriate members of Executive Management.
6. The Committee shall report to the Board on a regular basis after Committee meetings have been held.
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.
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 the requirements of this Charter. 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 an oral report by the Committee Chair or any other member designated by the Committee to make this report.
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 select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee.