Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - BIOSTEM U.S. CORP | bosm_8k.htm |
| EX-99.5 - COMPENSATION COMMITTEE CHARTER - BIOSTEM U.S. CORP | bosm_ex995.htm |
| EX-3.1 - ARTICLES OF INCORPORATION, ONE AMEMDMENT - BIOSTEM U.S. CORP | bosm_ex31.htm |
| EX-99.6 - PRESS RELEASE - BIOSTEM U.S. CORP | bosm_ex996.htm |
| EX-99.4 - AUDIT COMMITTEE CHARTER - BIOSTEM U.S. CORP | bosm_ex994.htm |
| EX-99.1 - CORPORATE GOVERNANCE GUIDLINES - BIOSTEM U.S. CORP | bosm_ex991.htm |
| EX-99.2 - CODE OF BUSINESS CONDUCT AND ETHICS - BIOSTEM U.S. CORP | bosm_ex992.htm |
Exhibit
99.3
NOMINATING
AND CORPORATE GOVERNANCE COMMITTEE CHARTER
of
the Nominating and Corporate Governance Committee
of
Biostem U.S. Corporation
This
Nominating and Corporate Governance Committee Charter (the “Charter”) was
adopted by the Board of Directors (the “Board”) of Biostem U.S. Corporation (the
“Company”) on May 11, 2010.
I. Purpose
1. The
purpose of the Nominating and Corporate Governance Committee (the “Committee”)
of the Board is to assist the Board in discharging the Board’s responsibilities
regarding:
(a) the
identification of qualified candidates to become Board members;
(b) the
selection of nominees for election as directors at the next annual
meeting
of
stockholders (or special meeting of stockholders at which directors are to be
elected);
(c) the
selection of candidates to fill any vacancies on the Board and
Board
committees;
(d) the
development and recommendation to the Board of a set of corporate
governance
guidelines and principles applicable to the Company (the “Corporate Governance
Guidelines”); and
(e)
oversight of the evaluation of the Board.
2. In
addition to the powers and responsibilities expressly delegated to the Committee
in this Charter, the Committee may exercise any other powers and carry out any
other responsibilities delegated to it by the Board from time to time consistent
with the Company’s bylaws. The powers and responsibilities delegated
by the Board to the Committee in this Charter or otherwise shall be exercised
and carried out by the Committee as it deems appropriate without requirement of
Board approval, and any decision made by the Committee (including any decision
to exercise or refrain from exercising any of the powers delegated to the
Committee hereunder) shall be at the Committee’s sole
discretion. While acting within the scope of the powers and
responsibilities delegated to it, the Committee shall have and may exercise all
the powers and authority of the Board. To the fullest extent
permitted by law and consistent with this Charter, the Committee shall have the
power to determine which matters are within the scope of the powers and
responsibilities delegated to it.
II. Membership
1. The
Committee shall be composed of two or more directors, as determined by the
Board, each of whom (a) satisfies any applicable independence requirements, and
(b) has experience, in the business judgment of the Board, that would be helpful
in addressing the matters delegated to the Committee.
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2. The
members of the Committee, including the Chair of the Committee, shall be
appointed by the Board. Committee members may be removed from the
Committee, with or without cause, by the Board. Any action duly taken
by the Committee shall be valid and effective, whether or not the members of the
Committee at the time of such action are later determined not to have satisfied
the requirements of membership provided herein.
III. Meetings and Procedures
1. The
Chair (or in his or her absence, a member designated by the Chair) shall preside
at each meeting of the Committee and set the agendas for Committee
meetings. The Committee shall have the authority to establish its own
rules and procedures for notice and conduct of its meetings so long as they are
not inconsistent with the provisions of the Company’s bylaws that are applicable
to the Committee.
2. The
Committee shall meet on a regularly scheduled basis at least two times per year
and more frequently as the Committee deems necessary or desirable.
3. Any
member of the Committee may call a special meeting of the
Committee. Meetings of the Committee may be held
telephonically. Action may be taken by the Committee upon the
affirmative vote of a majority of the members, and action may be taken by the
Committee without a meeting if all of the members of the Committee indicate
their approval in writing.
4. Except
as provided below, all non-management members of the Board that are not members
of the Committee may attend meetings of the Committee, but may not
vote. The Committee may, in its discretion, invite other directors of
the Company, members of the Company’s management or any other person whose
presence the Committee believes to be desirable and appropriate to attend and
observe meetings of the Committee. Such persons shall not
participate in any discussion or deliberation unless invited to do so by the
Committee, and in any event shall not be entitled to vote. The
Committee may exclude from its meetings any person it deems appropriate,
including, but not limited to, any non-management director who is not a member
of the Committee.
5. The
Committee may retain any independent counsel, experts or advisors that the
Committee believes to be desirable and appropriate. The Committee
also may use the services of the Company’s regular legal counsel or other
advisors to the Company. The Company shall provide for appropriate
funding, as determined by the Committee, for payment of compensation to any such
persons employed by the Committee and for ordinary administrative expenses of
the Committee that are necessary or appropriate in carrying out its
duties. The Committee shall have sole authority to retain and
terminate any search firm to be used to identify director candidates, including
sole authority to approve such search firm’s fees and other retention
terms.
6. The
Committee shall maintain minutes or other records of meetings and activities of
the Committee. The Chair shall report to the Board regarding
the activities of the Committee at appropriate times and as otherwise requested
by the Chairman of the Board. The reports shall include any
recommendations the Committee deems appropriate and any other matters that are
relevant to the fulfillment of the Committee’s responsibilities.
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IV. Duties and Responsibilities
1. (a) At
an appropriate time prior to each annual meeting of stockholders at which
directors are to be elected or reelected, the Committee shall recommend to the
Board for nomination by the Board such candidates as the Committee, in the
exercise of its judgment, has found to be well qualified and willing and
available to serve.
(b) At an
appropriate time after a vacancy arises on the Board or any
committee
or a
director advises the Board of his or her intention to resign, the Committee
shall recommend to the Board for appointment by the Board to fill such vacancy,
such prospective member of the Board as the Committee, in the exercise of its
judgment, has found to be well qualified and willing and available to
serve.
(c) For
purposes of (a) and (b) above, the Committee may consider the
following
criteria,
among others the Committee shall deem appropriate, in recommending candidates
for election to the Board:
(i)
personal and professional integrity, ethics and values;
(ii)
experience in corporate management, such as serving as an officer
or
former
officer of a publicly held company;
(iii)
experience in the Company’s industry;
(iv)
experience as a board member of another publicly held company;
(v)
diversity of expertise and experience in substantive matters
pertaining
to the
Company’s business relative to other board members; and
(vi)
practical and mature business judgment.
(d) Until
such time as the Company’s capital stock is listed on a national exchange,
the foregoing notwithstanding, if the Company is subject to a binding obligation
that requires a director nomination structure inconsistent with the foregoing,
then the nomination or appointment of such directors shall be governed by such
requirements.
2. The
Committee shall, periodically, and at least annually, review the performance of
each current director and shall consider the results of such evaluation when
determining whether or not to recommend the nomination of such director for an
additional term.
3. The
Committee shall clearly articulate to each director expectations for
performance, including the directors’ duties to attend board meetings and review
in advance meeting materials and compliance with the Company’s Corporate
Governance Guidelines.
4. In
appropriate circumstances, the Committee, in its discretion, shall consider and
may recommend the removal of a director for cause, in accordance with the
applicable provisions of the Company’s articles of incorporation, bylaws and
Corporate Governance Guidelines.
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5. The
Committee shall guide the Board in the Board’s annual review of its performance
(including its composition and organization) and will make appropriate
recommendations to improve performance.
6. The
Committee may investigate any matter brought to its attention.
7. The
Committee shall develop and recommend to the Board the Corporate
Governance
Guidelines. The
Corporate Governance Guidelines shall address (i) director qualification
standards, (ii) director responsibilities, (iii) director access to management
and, as necessary and appropriate, independent advisors, (iv) director
compensation, (v) director orientation and continuing education, and (vi) annual
performance evaluations of the Board.
8. The
Committee shall periodically review the Corporate Governance Guidelines and
recommend changes as necessary.
9. The
Committee may review the articles of incorporation, bylaws and any
committee
charters
of the Company and may recommend to the Board they be amended.
10. The
Committee shall periodically review the Company’s practices and policies with
respect to directors, the size of the Board, the ratio of management directors
to non-management directors, the meeting frequency of the Board and the
structure of Board meetings and make recommendations to the Board with respect
thereto.
11. The
Committee shall recommend to the Board a policy regarding the consideration
of
director
candidates recommended by the Company’s stockholders and procedures for
submission by stockholders of director nominee recommendations.
12. The
Committee shall recommend to the Board or the appropriate Board committee,
processes for annual evaluations of the performance of the Board, the Chairman
of the Board and the Chief Executive Officer.
13. The
Committee shall provide for new director orientation and continuing education
for existing directors as the Committee deems necessary.
14. The
Committee shall evaluate its own performance on an annual basis, including its
compliance with this Charter, and provide the Board with any recommendations for
changes in procedures or policies governing the Committee. The Committee shall
conduct such evaluation and review in such manner as it deems
appropriate.
15. The
Committee shall periodically report to the Board on its findings and
actions.
16. The
Committee shall review and reassess this Charter at least annually and submit
any recommended changes to the Board for its consideration.
V. Delegation of Duties
In
fulfilling its responsibilities, the Committee shall be entitled to delegate any
or all of its responsibilities to a subcommittee of the Committee, to the extent
consistent with the Company’s articles of incorporation, bylaws, Corporate
Governance Guidelines and applicable law and rules of markets in which the
Company’s securities then trade.
[End of
Nominating and Corporate Governing Committee Charter]
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