ALEXION PHARMACEUTICALS, INC.
NOMINATING AND GOVERNANCE
The Nominating and Governance Committee (the "Committee") of the
Board of Directors (the "Board") of Alexion
Pharmaceuticals, Inc. (the "Company") is established for the purposes
of (i) assisting the Board in its selection of
individuals as nominees for election to the Board at meetings of the Company's
stockholders and to fill any vacancies or newly created directorships on the
Board and (ii) assisting the Board in its oversight of the corporate governance
of the Company and its subsidiaries.
The Committee shall consist of no fewer than two (2) members. The members of
the Committee shall meet the independence requirements of the Nasdaq Stock Market, Inc. ("Nasdaq"). The members of the Committee will be
appointed by the Board. Committee members serve at the pleasure of, and may be
replaced at any time by, the Board. All vacancies will be filled by the Board.
Committee Authority and Responsibilities
- Authority and Responsibilities Relating to Nominations
- The Committee shall develop and revise as
appropriate, selection criteria for Board nominees that reflect the
Company's commitment to recruiting directors who have personal and
professional integrity, desire to join the Board, no conflicts of
interest, demonstrated exceptional ability and judgment, and who shall be
effective, in conjunction with the other directors, in collectively
serving the long-term interests of the Company and its stockholders. The
Committee may also consider additional factors, such as the number of
boards and committees on which a potential nominee serves and whether
such potential nominee would contribute to the overall diversity of the
- The Committee shall seek, interview and screen
(including conducting appropriate background checks) individuals
qualified to become Board members for recommendation to the Board and to
evaluate such individuals using the Committee's selection criteria.
- The Committee shall develop lists of desirable
director nominees and share information concerning the potential nominees
and the process with the Board, soliciting input from other Board
- The Committee shall recommend to the Board, for
its selection, those qualified individuals, consistent with the
Committee's selection criteria (i) to be
nominated for election to the Board at the next annual meeting of the
stockholders of the Company or (ii) to fill any vacancies or newly
created directorships on the Board. In making such recommendations, the
Committee should endeavor to assure that the Board contains a majority of
directors who meet the independence requirements of Nasdaq.
- The Committee shall develop a process for
stockholders to submit nominees and evaluate the qualifications of
nominees submitted by the Company's stockholders (using the same
selection criteria the Committee uses to evaluate other potential
- The Committee shall have authority to retain
and terminate, on behalf of the Company, any search firm for the purpose
of assisting the Committee in identifying candidates for Board membership
and to approve the fees and other retention terms of any such search
firm. The Committee also shall have the authority to retain at Company
expense (if applicable), and to obtain advice and assistance from legal,
accounting and other advisors in connection with the performance of its
duties and responsibilities. The Company shall provide appropriate
funding, as determined by the Committee, for payment of compensation to
any search firm or other advisors retained by the Committee and of
ordinary administrative expenses of the Committee that are necessary or
appropriate in carrying out its duties.
- Authority and Responsibilities Relating to Corporate Governance
- The Committee shall recommend for approval by a
majority of directors who meet the independence requirements of Nasdaq, a process for
collecting and organizing communications to the Board from stockholders
and deciding which communications will be relayed to the Board.
- The Committee shall review and report to the
Board regarding any questions of possible conflicts of interest and
related transactions involving Board members or members of senior
management of the Company, including, but not limited to related party
transactions required to be disclosed pursuant to Item 404 of Regulation
S-K promulgated by the Securities and Exchange Commission.
- The Committee shall periodically review,
discuss and assess the performance of the Board, including Board
Committees, seeking input from senior management, the full Board and
others. The assessment shall include overall Board composition and
make-up, including the reelection of current Board members.
- The Committee shall review the Board's
committee structure and recommend to the Board for its approval directors
to serve as members of each committee. The Committee shall recommend
committee slates annually and shall recommend additional committee
members to fill vacancies as needed.
- The Committee shall develop and recommend to
the Board for its consideration a set of corporate governance principles
to be applicable to the Company; and shall periodically review, assess
and recommend to the Board for its consideration any changes deemed
- Other Authority and Responsibilities
- The Committee shall report at least annually to
- The Committee shall periodically review and
reassess the adequacy of this Charter and recommend any proposed changes
to the Board for its consideration as and where appropriate.
- The Committee shall annually review and
evaluate the Committee's own performance.
- The Committee shall perform such other duties
as the Board may from time to time direct or as may be required by
applicable laws, rules and regulations.
- So long as in compliance with applicable law
and Nasdaq rules, the
Committee may form and delegate authority to any subcommittee comprised
solely of Committee members who meet the independence requirements of Nasdaq.
- The Committee shall have such other authority
as shall be necessary or appropriate to effectuate its purposes as set
forth in this Charter.
This Charter may be amended form time to time by the Board.