|
Home
Our Mission & Shared
Values
About Angeion
Investor Relations
» Press Releases
» SEC Filings
» Annual Reports
» Nasdaq Links (stock quotes)
» Corporate Governance
Our Organization
Site Map
Contact Us |
|
Angeion Corporation
Charter of the
Governance/Nominating Committee of the Board of Directors
PURPOSE
The Governance/Nominating Committee (the “Committee”) of the Board
of Directors (the “Board”) of Angeion Corporation (the “Company”)
has been formed to approve the nomination of individuals to serve
as directors of the Company and recommend to the Board individuals
to serve as members of the Board committees; to advise the Board
with respect to Board composition, procedures and committees; to
advise the Board with respect to the corporate governance guidelines
and corporate governance matters applicable to the Company; and to
oversee the evaluation of the Board.
COMPOSITION
The Committee will consist of at least three members of the Board
of Directors. All members of the Committee must satisfy the independence
requirements set forth in the listing standards of the Nasdaq Capital
Market (“Nasdaq”), as amended from time to time, applicable to governance
committee members.
The members of the Committee will be appointed by and serve at the
discretion of the Board. Vacancies occurring on the Committee will
be filled by the Board. Unless the Chairperson is elected by the
full Board, the Committee’s members will elect a Chairperson.
MEETINGS AND MINUTES
The Committee will hold meetings as its members deem necessary or
appropriate, but in any event not less than twice annually. Minutes
of each meeting will be prepared and distributed to each member of
the Board and the Secretary of the Company. The Chairperson of the
Committee will report to the Board from time to time, or whenever
so requested by the Board.
RESPONSIBILITIES
The Committee is charged with the following duties and responsibilities:
- Evaluation and Approval of Nominees. The Committee will evaluate
the suitability of potential director nominees, and approve all
director nominees for appointment by the Board, according to criteria
for selecting new directors, including the possession of knowledge,
experience, skills, expertise and diversity so as to enhance the
Board’s ability to manage and direct the affairs and business of
the Company, including, when applicable, to enhance the ability
of committees of the Board to fulfill their duties and to satisfy
any independence requirements imposed by law, regulation or Nasdaq
listing standards, and any other criteria as determined by the
Committee. The Committee will also evaluate and approve nominees
recommended by the Company's shareholders, if the Committee determines
that the
shareholder is eligible to make the nomination under the procedures,
if any, set forth in the Company’s Bylaws.
- Director Orientation and Education. The Committee will establish
the process of, and oversee, the training and orientation of new
directors. The Committee will also implement and oversee ongoing
director education as appropriate.
- Review of Existing Board Composition. The Committee will review
annually the size and composition of the Board as a whole and recommend,
if necessary, measures to be taken so that the Board reflects the
appropriate balance of knowledge, experience, skills, expertise,
diversity and independence required for the Board as a whole. The
Board will consist of a majority of independent outside directors.
- Review of Board Committees Composition and Function. The Committee
will review annually the size, composition, and functions of each
committee of the Board, including the identification of individuals
qualified to serve as members of a committee, and make recommendations
to the Board for any changes, including changes in membership,
or the creation or elimination of committees. The Committee will
review at least annually the independence of Audit Committee members.
- Special Committees. The Committee may recommend that the Board
establish special committees as may be desirable or necessary from
time to time in order to address ethical, legal or other matters
that may arise.
- Governance Guidelines and Matters. The Committee will develop
and review periodically, and at least annually, the corporate governance
guidelines adopted by the Board to ensure that they are appropriate
for the Company and comply with the requirements imposed by law,
regulation, or the Nasdaq listing standards, and recommend any
desirable changes to the Board. The Committee will also consider
any other corporate governance issues that arise from time to time,
and develop appropriate recommendations for the Board.
- Annual Evaluation of the Board. The Committee will be responsible
for overseeing the annual evaluation of the Board as a whole and
of individual Directors who may be nominated to the Board. The
Committee will establish procedures to allow it to exercise this
oversight function.
- Annual Evaluation of the Committee. The Committee will review,
discuss and assess at least annually its own performance under
this Charter. In addition, the Committee will evaluate whether
this Charter appropriately addresses the matters that are or should
be within its scope. The Committee will deliver to the Board the
results of its evaluation, including any recommended amendments
to this Charter.
- CEO Succession Planning. The Committee is responsible for implementing
and reviewing periodically a CEO succession plan.
OUTSIDE ADVISERS
The Committee may retain, at the Company’s expense, independent
counsel or other advisers as it deems necessary to carry out its
responsibilities.
Adopted by the Board of Directors on April 10, 2006.
|
|
