NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
ORGANIZATIONThe Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Biotelemetry, Inc., a Delaware corporation (the “Company”), shall consist of at least two members of the Board. No Committee member shall be an employee of the Company and each member shall be free from any relationship that would interfere with the exercise of his or her independent judgment, as determined by the Board, in accordance with the applicable independence requirements of the NASDAQ Stock Market (“NASDAQ”), when and as required by NASDAQ. The members of the Committee and the Committee chairperson shall be appointed by the Board.
STATEMENT OF POLICY
The purpose of the Committee shall be to oversee all aspects of the Company’s corporate governance functions on behalf of the Board, including (i) make recommendations to the Board regarding corporate governance issues and, as appropriate, revise the Company’s Certificate of Incorporation; (ii) identify, review and evaluate candidates to serve as directors of the Company consistent with criteria approved by the Board and review and evaluate incumbent directors; (iii) serve as a focal point for communication between such candidates, non-committee directors and the Company’s management; (iv) nominate candidates to serve as directors; (v) make other recommendations to the Board regarding affairs relating to the directors of the Company; (vi) oversee the Company’s director orientation and continuing education program; (vii) oversee the Company’s available defense mechanisms; and (viii) oversee matters impacting the Company’s image and reputation and its standing as a responsible corporate citizen.
OPERATING PRINCIPLES AND PROCESSES
In fulfilling its function and responsibilities, the Committee should give due consideration to the following operating principles and processes:
- Communication – Regular and meaningful contact throughout the year with the Board, committee chairpersons, members of senior management and independent professional advisors to the Board and its various committees, as applicable, is viewed as important for strengthening the Committee’s knowledge of relevant current and prospective corporate governance issues.
- Committee Education/Orientation – Developing with management and participating in a process for systematic review of important corporate governance issues and trends in corporate governance practices that could potentially impact the Company will enhance the effectiveness of the Committee.
- Resources – The Committee shall be authorized to access such internal and external resources as the Committee deems necessary or appropriate to fulfill its defined responsibilities, including engagement of independent counsel, consultants and other professional advisors, as well as executive search firms to help identify director candidates. The Committee shall have sole authority to approve fees, costs and other terms of engagement of such outside resources. The Committee shall have the authority to perform such other functions, and shall have such powers, as may be necessary or appropriate in the efficient and lawful discharge of its responsibilities hereunder.
The operation of the Committee will be subject to the provisions of the Bylaws of the Company and the Delaware General Corporation Law, each as in effect from time to time. The Committee will have the full power and authority to carry out the following primary responsibilities or to delegate such power and authority to one or more subcommittees of the Committee:
- Director Nominations – The Committee shall have the responsibility of identifying, reviewing and evaluating candidates to serve on the Board, including consideration of any potential conflicts of interest as well as applicable independence and experience requirements. The Committee shall have primary responsibility for determining the minimum qualifications for service on the Board and the right to modify the qualifications from time to time. The Committee shall also have the primary responsibility for reviewing, evaluating and considering the nomination of incumbent directors for reelection to the Board, as well as monitoring the size of the Board. The Committee shall also nominate candidates to the Board to serve as directors. The Committee shall also have the power and authority to consider recommendations for Board nominees and proposals submitted by the Company’s stockholders and to establish any policies, requirements, criteria and procedures, including policies and procedures to facilitate stockholder communications with the Board, to recommend to the Board appropriate action on any such proposal or recommendation and to make any disclosures required by applicable law in the course of exercising its authority.
- Board and Director Assessment. The Committee shall annually 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 evaluation of the Board’s contribution as a whole and effectiveness in serving the best interests of the Company and its stockholders, specific areas in which the Board and/or management believe contributions could be improved, and overall Board composition and makeup, including the reelection of current Board members. The factors to be considered shall include whether the directors, both individually and collectively, can and do provide the integrity, experience, judgment, commitment (including having BioTelemetry, Inc. 3 | Page (as of July 19, 2018) sufficient time to devote to the Company and level of participation), skills, diversity and expertise appropriate for the Company. In assessing the directors, both individually and collectively, the Committee may consider the current needs of the Board and the Company to maintain a balance of knowledge, experience and capability in various areas. The Committee shall also consider and assess the independence of directors, including whether a majority of the Board continue to be independent from management in both fact and appearance, as well as within the meaning prescribed by NASDAQ. The results of these reviews shall be provided to the Board for further discussion as appropriate.
- Board Committee Nominations. The Committee, after due consideration of the interests, independence and experience of the individual directors and the independence and experience requirements of Nasdaq, the rules and regulations of the Securities and Exchange Commission and applicable law, shall evaluate the performance of the members of the committees of the Board, review the composition of such committees and recommend to the entire Board annually the chairmanship and membership of each such committee.
- Continuing Education. The Committee shall consider the need and, if necessary, develop and institute a plan or program for the continuing education of directors.
- Corporate Governance Principles. At least annually, review and reassess the adequacy of the Company’s Bylaws and Corporate Governance Guidelines and recommend any proposed changes to the Board. Whenever appropriate, recommend to the Board any proposed changes to the Certificate of Incorporation. Review the Company’s Annual Report on Form 10-K and proxy statement (except for those sections of each document assigned for review to other committees of the Board) prior to their filing. Review and make recommendations to the Board regarding all shareholder proposals submitted for inclusion in the Company’s annual proxy statement, other than those subject to review by other committees. Review and make recommendations to the Board for action regarding the independence of directors. Annually review compliance with stock ownership and holding policies for directors and officers (and recommend to the Board any changes to such policies it deems appropriate) and director attendance at Board and committee meetings. Undertake any responsibilities assigned to it from time-to-time by the Board.
- Code of Business Conduct and Ethics. The Committee shall annually review and make recommendations to the Board with respect to the Company’s Code of Business Conduct and Ethics (the “Code”), as well as any policy statements regarding the Code, and consider any request by directors or executive officers of the Company for a waiver from the Code.
- Annual Review of the Company’s Available Defense Mechanisms.. Annual review, and make recommendations to the Board regarding changes to, the Company’s available defense mechanisms, except to the extent such matters are reviewed by the full Board.
- Company Image, Reputation and Corporate Responsibility.. Annually review the Company’s communications with key stakeholders, including employees and the general public, and the Company’s crisis management planning. In addition, review public policy and governmental relations activities along with community relations and charitable contributions (including the underlying philosophy and goals of these activities).
- Procedures for Information Dissemination. The Committee shall oversee and review the processes and procedures used by the Company to provide information to the Board and its committees. The Committee should consider, among other factors, the reporting channels through which the Board and its committees receive information and the level of access to outside advisors where necessary or appropriate, as well as the procedures for providing accurate, relevant and appropriately detailed information to the Board and its committees on a timely basis.
- Charter Review.. The Committee shall annually review and assess the adequacy of this Charter and recommend any proposed changes to the Board for its consideration and approval.
MEETINGS AND REPORTS
The Committee shall hold such regular or special meetings as its members deem necessary or appropriate. The Chairman of the Committee shall report to the Board from time to time, whenever so requested by the Board.
- Financial Expert