The purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Biosite Incorporated (the "Company") shall be to assist the Board in fulfilling the Board's responsibilities with respect to the oversight of the Company's affairs in the areas of Board membership matters and corporate governance.
The Committee shall consist of at least two (2) members of the Board of Directors. All members of the Committee must:
a. satisfy the "independence" requirements of The Nasdaq National Market ("Nasdaq"), as in effect from time to time; and
b. be otherwise free from any relationship that, in the judgment of the Board, would interfere with his or her exercise of business judgment as a Committee member.
Each member shall also meet any additional independence and/or experience requirements as may be established from time to time by Nasdaq and applicable to the Committee.
The Board shall appoint, and may remove, members of the Committee. Any Committee member may resign by giving oral or written notice to the Chairman of the Board, the Company's Secretary or the Board. The Board shall fill vacancies occurring on the Committee. The Board shall designate the Committee's chairperson or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee.
MEETINGS AND MINUTES
The Committee shall hold at least one (1) meeting each year and shall hold such other regular or special meetings either in person or telephonically, or take action by unanimous written consent, as the Committee's chairperson deems necessary or appropriate. The Committee's chairperson shall determine the agenda and length of meetings, and shall establish such other rules as may from time to time be necessary and proper for the conduct of the business of the Committee. Minutes of each meeting of the Committee shall be prepared after each meeting. Minutes of each meeting and any action taken by written consent shall be distributed to each director of the Company and the Secretary of the Company after each meeting or action, as the case may be. The Secretary of the Company shall retain the original signed minutes or actions for filing with the corporate records of the Company. The chairperson of the Committee shall report to the Board from time and time and whenever requested to do so by the Board. The majority of the members of the Committee shall constitute a quorum of the Committee.
ACCESS TO INFORMATION AND RESOURCES
The Committee shall have full access to all books, records, facilities and personnel of the Company as deemed necessary or appropriate by any member of the Committee to discharge his or her responsibilities hereunder. In discharging its responsibilities, the Committee shall have the authority to, as it deems appropriate, select, retain and/or replace, as needed, search firms used to identify director candidates and other outside advisors, including other internal or external legal, accounting or other advisors and consultants, all at the Company's expense. Other reasonable expenditures for external resources that the Committee deems necessary or appropriate in the performance of its duties are permitted. Expenditures for external resources that are expected to be material and outside the ordinary course of the Committee's practices shall be recommended by the Committee for the approval of the Board.
DELEGATION OF AUTHORITY
The Committee may form and delegate authority to subcommittees as appropriate. Each subcommittee shall keep regular minutes of its meetings and report the same to the Committee or the Board. The operation of the Committee shall be subject to the Bylaws of the Company as in effect from time to time and Section 141 of the Delaware General Corporation Law. The approval of this Nominating and Corporate Governance Committee Charter shall be construed as a delegation of authority to the Committee with respect to the responsibilities set forth herein.
DUTIES AND RESPONSIBILITIES
To implement the Committee's purpose, the Committee shall be charged with the following duties and responsibilities. The Committee may supplement and, except as otherwise required by applicable law or the requirements of Nasdaq, deviate from these activities as appropriate under the circumstances:
1. Director Nominations. The Committee shall establish criteria for Board membership and have primary responsibility for identifying, evaluating and recommending candidates to serve on the Board. The Committee shall also have the primary responsibility for evaluating and considering the recommendation for nomination of current Directors for re-election to the Board. The selection of nominees for Director to be presented to the stockholders for election or re-election, and the selection of new Directors to fill vacancies on the Board, shall be made by the full Board after receiving the recommendations of the Committee. The Committee will not consider nominees recommended by stockholders.
2. Board Assessment. The Committee shall oversee the evaluation and assessment of the Board and Board committees, and periodically review and assess the performance of the Board and the committees. In the conduct of such reviews, the Committee shall consider the size, composition and needs of the Board and the committees, and recommend to the Board any changes deemed necessary or desirable. The Committee may also recommend to the Board whether any additional Board committees should be created or any existing Board committees should be discontinued.
3. Committee Self-Assessment. The Committee shall review, discuss and assess its own performance at least annually. The Committee shall also periodically review and assess the adequacy of this Charter and shall recommend any proposed changes to the Board for its consideration.
4. Corporate Governance Principles. The Committee shall develop a set of corporate governance principles to be applicable to the Company, shall periodically review and assess these principles and their application, and shall recommend any changes deemed appropriate to the Board for its consideration.
5. Code of Business Conduct and Ethics. The Committee shall develop and recommend to the Board a Code of Business Conduct and Ethics, shall oversee the implementation and periodic review of the Code of Business Conduct and Ethics and shall consider any requests by directors or executive officers for waivers from the Code of Business Conduct and Ethics.
6. Conflicts of Interest. The Committee shall consider questions of possible conflicts of interest of the Board members as such questions arise.