Adopted March 11, 2004
A. Purposes of the Committee
The purposes of the Nominating Committee (the "Committee") of the Board of Directors (the "Board") of American Dental Partners, Inc. (the "Company") are to: (a) assist the Board by identifying individuals qualified to become Board members as needed; and (b) select or recommend to the Board nominees for election to the Board.
B. Composition of the Committee
The Committee shall consist of one or more directors, each of whom shall be an independent director, as defined by the rules and regulations of The Nasdaq Stock Market, Inc. ("Nasdaq"). The members of the Committee shall be appointed by and serve at the pleasure of the Board. Vacancies in the Committee may be filled by the Board, and members of the Committee may be removed only by the Board.
C. Meetings and Procedures of the Committee
The Committee shall hold such regular and special meetings, either in person or by conference call, as may be required for the performance of the Committee's responsibilities under this charter or as the Committee deems necessary. The Committee may also take action in a writing or writings signed by all Committee members. The Committee may form and delegate authority to subcommittees of one or more members when the Committee deems it appropriate.
D. Committee Responsibilities
The Committee shall have the following authority and responsibilities:
1. The Committee shall consider, and review with the Board periodically, the desired skills and characteristics for Board members and assess the qualifications of proposed nominees for election to the Board. This assessment shall take into account proposed nominees' qualifications as independent, as well as age, skill, and experience in the context of the needs of the Board. At a minimum, Board members should share the values of the Company and possess high personal and professional integrity, the ability to exercise sound business judgment, and the availability and willingness to devote sufficient time to Board activities. The Committee may establish additional minimum qualifications for director nominees as it deems appropriate.
2. The Committee shall select, or recommend to the Board, director nominees for election at each annual meeting of the Company's shareholders and any other meetings of the shareholders at which directors are to be elected. The Committee also shall select, or recommend to the Board, director nominees to fill vacancies in the Board.
3. The Committee shall consider individuals recommended by shareholders of the Company for membership on the Board, provided that, to be considered, a recommendation must be made in a written notice addressed to the Chairman of the Board of the Company at the Company's corporate offices, including, at a minimum, the following items, or such additional or other items as may be determined by the Committee from time to time: (a) the name and address (as they appear on the Company's books) and telephone number of the shareholder making the recommendation, including information on the number of shares owned, and if such person is not a shareholder of record or if such shares are owned by an entity, reasonable evidence of such person's ownership of such shares or such person's authority to act on behalf of such entity; (b) the full legal name, address and telephone number of the individual being recommended, together with a reasonably detailed description of the background, experience, and qualifications of that individual; (c) a written acknowledgement by the individual being recommended that he or she has consented to that recommendation and consents to the Company's undertaking of an investigation into that individual's background, experience and qualifications in the event that the Committee desires to do so; (d) the disclosure of any relationship of the individual being recommended with the Company or any of its subsidiaries or affiliates, or with any competitor of the Company, whether direct or indirect; and (e) if known to the shareholder, any material interest of such shareholder or individual being recommended in any business or proposals to be presented at the Company's next annual meeting of shareholders (or a statement to the effect that no material interest is known to such shareholder).
E. Outside Advisors
The Committee may retain, at the Company's expense, such independent counsel or other advisors as it deems necessary. The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other terms of the engagement, with the fees to be borne by the Company.