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.
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.
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
- Review any potential conflicts between the
directors and director candidates and the interests of
- 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
- 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
- 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
- Annually oversee evaluation of the performance of
- 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.
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.
V. Milligan, Ph.D. |
W. Schuler |