REGULATORY COMPLIANCE COMMITTEE CHARTER
2004 Committee Charter : BCR
C. R. BARD, INC.
Effective December 10, 2003
The Board and the Committee have approved and adopted the following Charter to define the Committee's composition, responsibilities and operation.
The Committee shall oversee the Company's compliance with laws, regulations and standards of conduct administered by, and commitments by the Company to, regulatory agencies worldwide that have jurisdiction with respect to the activities or products of the Company.
Composition and Qualification
The Committee shall comprise three or more directors, each of whom is a nonmanagement director and at least one of whom is a member of the Audit Committee.
Appointment and Removal
The members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.
Unless a Chairman of the Committee is elected by the full Board, the members of the Committee shall designate a Chairman of the Committee by the majority vote of the full Committee membership. The Chairman shall be entitled to cast a vote on all matters and additionally to cast a vote to resolve any ties. The Chairman will chair all regular sessions of the Committee and set the agendas for the Committee meetings.
The Committee shall meet as necessary or desirable to carry out its responsibilities, or on notice to all by the Chairman of the Board, the Chief Executive Officer of the Company or any member of the Committee. Any meeting of the Committee may be held telephonically.
The Committee shall meet at least annually with the Company's Compliance Coordinator (or successor officer holding the same duties) (the "Compliance Coordinator") to discuss matters consistent with those outlined in Section IV of this Charter. In addition, as the Committee finds it necessary or desirable, it shall meet from time to time with management, internal and external auditors, Company regulatory affairs personnel and other Company officials and employees to assess the Company's state of regulatory compliance.
All nonmanagement directors who are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, officer or employee of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons not on the Committee it deems appropriate in order to carry out its responsibilities.
A majority of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.
The Committee shall keep regular minutes of its proceedings, and the Corporate Secretary's office shall maintain the Minute Book of the Committee.
The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions, or as requested by the Board. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section 1 of this Charter.
The Committee, in discharging its role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and to authorize reports and analyses necessary for the Committee to properly discharge its responsibilities. The Committee shall have the authority to retain outside legal, accounting or other advisors for this purpose, including the authority to approve the fees payable to such advisors and any other terms of retention.
The principal functions of the Committee are set forth below.
Compliance Program Oversight
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner, as it deems appropriate.