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Corporate Governance - Committee
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Nominating and Corporate Governance Committee Charter Quicklinks
Meetings and Procedures

Nominating and Corporate Governance Committee Charter
Adopted by the Board of Directors on January 21, 2004


The Nominating and Corporate Governance Committee, or Committee, is appointed by the Board of Directors, or Board, of ICOS Corporation to help ensure that the Board is appropriately constituted to meet its fiduciary obligations to the company and its stockholders. The Committee shall monitor and safeguard the independence of the Board by identifying individuals qualified to become Board members and selecting or recommending to the Board director nominees for election at the company's annual meetings of stockholders. Using the same criteria used to select nominees for election at the annual meeting, the Committee shall recommend to the Board candidates for filling vacancies on the Board occurring between stockholder meetings.

In addition, the Committee shall provide a leadership role in shaping the corporate governance of the company. The Committee shall maintain a set of corporate governance principles and a code of conduct applicable to the company's directors, officers and employees. The Committee shall monitor modifications and waivers of the company's code of conduct.


The Committee is composed of at least two directors appointed by the Board, who are to be independent under Nasdaq Stock Market listing requirements. The Board appoints Committee members annually, considering the Committee's recommendation and, as appropriate, the views of the company's Chairman of the Board. The Board has the power at any time to change the Committee's membership and fill vacancies. The Board designates the chairperson of the Committee.


The Committee has the authority to take all actions reasonably necessary to discharge its responsibilities, including consulting with management, seeking advice and assistance from company employees or others, and retaining legal counsel and search firms. The Committee has the sole authority to retain and terminate any search firm used to identify director candidates and has the sole authority to approve such firm's fees and other terms of retention. The Board shall make available to the Committee all resources reasonably necessary to enable the Committee to discharge its responsibilities.


The principal responsibilities and functions of the Committee are as follows:

  • Develop and recommend to the Board criteria for Board membership to assist the Board in identifying and attracting candidates to become directors.
  • Monitor the independence under Nasdaq Stock Market listing requirements of directors.
  • Annually present to the Board a list of individuals recommended for nomination for election as directors at the annual meeting of stockholders.
  • Conduct the appropriate and necessary inquiries into the backgrounds, qualifications and skills of potential candidates and select and approve potential candidates for nomination as directors.
  • Before recommending an incumbent director for re-nomination, review his or her qualifications, including capability, availability to serve, conflicts of interest, past performance and other relevant factors.
  • Review any potential conflicts between the directors and director candidates and the interests of the company.
  • In the event a stockholder complies with the procedures in the company's bylaws for recommending persons for consideration for election as directors, review, evaluate and consider stockholder submissions for director nominees in accordance with the procedures set out in this charter.
  • Monitor regulatory developments concerning stockholder access to director nominations, and recommend amendments or modifications to the company's policies and procedures concerning stockholder access to director nominations, as required.
  • Annually review the qualifications, requirements, membership, structure (including authority to delegate) and performance of Board committees, including this Committee, and make recommendations to the Board regarding committee memberships.

The Committee also performs the core function of shaping the company's corporate governance policies and procedures as follows:

  • Provide recommendations for the conduct of Board meetings, with a view to maximizing the Board's effectiveness.
  • Oversee and review the company's processes for providing information to the Board and the continuing education of directors.
  • Assess the reporting channels through which the Board receives information, and the quality and timeliness of information received, so that the Board obtains appropriately detailed information in a timely manner.
  • Review and assess the Board's corporate governance principles, including the need for each director to be a fully engaged and active participant in Board matters. The Committee determines whether these principles should be made available to the company's stockholders, prospective investors and other interested persons, and, if applicable, oversees the public dissemination of the principles and updates.
  • Maintain the code of conduct applicable to the company's directors, officers and employees. Monitor modifications and waivers of the company's code of conduct.
  • Annually oversee evaluation of the performance of each director.
  • Periodically review with the Chairman of the Board the company's succession plans relating to positions held by executive officers, and to make recommendations to the Board with respect to the selection of individuals to occupy these positions.

To monitor the continued effectiveness of the Committee itself, the Committee shall review and reassess the adequacy of this charter from time to time and recommend any proposed changes to the Board for approval. In addition, the Committee shall annually review its own performance.

Meetings and Procedures

The Committee shall hold at least two regular meetings and otherwise shall meet as often as it deems necessary or appropriate. The Committee is governed by the same rules regarding meetings (including telephonic meetings), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the company's bylaws, or (c) applicable law. The Committee may form and delegate authority to subcommittees when appropriate. The Committee will cause to be kept minutes of all its proceedings and will report on its actions to the next meeting of the Board.

Committee Members
Chairperson David V. Milligan, Ph.D.
Committee Member Robert W. Pangia
Committee Member Jack W. Schuler
Committee Member Robert J. Herbold

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