NOMINATING AND GOVERNANCE COMMITTEE CHARTER
2004 Committee Charter : SYNO
The primary focus of the Governance Committee (the "Committee") is on the
The Committee should be composed of at least three independent directors.
The Committee will meet a minimum of twice per year and more frequently as
The responsibilities of the Committee in the areas of Corporate Governance
1. Develop a Board which provides management with experienced and
2. Make a recommendation as to the number of directors on the Board.
3. Make a recommendation as to the proportion of the Board to be
4. Make a recommendation to the Board regarding all nominees for board
5. Review director candidates submitted by stockholders;
6. Review and recommend to the Board concerning the Board's
7. Review and recommend to the Board with respect to director
B. Corporate Governance
1. Regularly review issues and developments related to corporate
2. Make recommendations to the Board regarding committee structure and
3. Suggest rotations for chairpersons of committees of the Board as it
4. Evaluate and recommend any revisions to Board and committee meeting
5. Consider and recommend changes in the size of the Board; and
6. Lead an annual review of Board performance and effectiveness.
Adopted by the Synovis Life Technologies, Inc. Board of Directors on