Attached files
Exhibit 3.5(c)
AMENDED
CHARTER FOR THE
CORPORATE
GOVERNANCE AND NOMINATING COMMITTEE
OF
THE BOARD OF DIRECTORS
OF
NEWCARDIO,
INC.
As
of February 23, 2010
PURPOSE:
The
purpose of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of
Directors (the “Board”)
of NewCardio, Inc. (the “Company”) shall be to review
and make recommendations to the Board on matters concerning corporate
governance; Board composition; identification, evaluation and nomination of
director candidates; Board committees; and conflicts of
interest.
In
furtherance of these purposes, the Committee will undertake those specific
duties and responsibilities listed below and such other duties as the Board may
from time to time prescribe.
MEMBERSHIP:
The
Committee members shall be appointed by, and shall serve at the discretion of,
the Board. The Committee shall consist of no fewer than two members
of the Board. The Board may designate one member of the Committee as
its chair. The Committee may form and delegate authority to
subcommittees when appropriate. Members of the Committee shall not have a
relationship with the Company or its affiliates that may interfere with the
exercise of their independence, and shall otherwise be deemed “Independent
Directors” as defined by (i) the listing standards of the Nasdaq Stock Market,
Inc. Listing Rules (the “Nasdaq Rules”) and
(ii) the rules of the SEC (including Rule 10A-3).
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 for membership provided herein.
RESPONSIBILITIES AND
DUTIES:
The
responsibilities and duties of the Committee shall include:
Corporate
Governance Generally
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Reviewing
annually the principles of corporate governance approved by the Board to
ensure that they remain relevant and are being complied with, recommending
changes to the Board as necessary;
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Reviewing
proposed changes to the Company’s Certificate of Incorporation and Bylaws
and making recommendations to the
Board;
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Determining
the manner in which stockholders may send communications to the Board (as
a whole or individually), as well as the process by which stockholder
communications will be relayed to the Board and what the Board’s response,
if any, should be and, until replaced by other procedures, the following
shall be the process:
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Written
recommendations from shareholders for director nominees should be delivered
to:
_______________________
_______________________
_______________________
_______________________
In
order for the Committee to adequately consider any shareholder recommendation,
the recommendation should include an analysis of the proposed nominee under the
criteria discussed above. In addition, the recommendation must include all
information relating to the proposed director nominee that would be required to
be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended. The Committee
will evaluate director nominees recommended by shareholders in the same manner
as it evaluates other nominees. Recommendations received prior to any
Committee meeting where director nominees are to be considered will be
considered at such meeting.
Notwithstanding
the foregoing with respect to shareholder recommendations, shareholder
nominations for director must be submitted in accordance with the provisions of
the Company’s bylaws.
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Reviewing
periodically the succession planning for the Chief Executive Officer and
other executive officers, reporting its findings and recommendations to
the Board, and working with the Board in evaluating potential successors
to these executive management
positions;
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Reviewing
governance-related stockholder proposals, if any, and recommending Board
responses;
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Overseeing
compliance by the Board and its committees with applicable laws and
regulations, including those promulgated by the Securities and Exchange
Commission and, as appropriate, the Nasdaq
Rules;
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Reviewing
its own charter and processes on an annual
basis;
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Board
Composition, Evaluation and Nominating Activities
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Overseeing
the Board evaluation process including conducting periodic evaluations of
the performance of the Board as a whole and each Board committee and
evaluating the performance of Board members eligible for
re-election;
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Reviewing
and making recommendations to the Board regarding the composition and size
of the Board and determine the relevant criteria (including any minimum
qualifications) for Board membership including issues of character,
integrity, judgment, diversity, age, independence, skills, education,
expertise, business acumen, business experience, length of service,
understanding of the Company’s business, other commitments and the
like;
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Reviewing
annually the relationships that each director has with the Company (either
directly or as a partner, stockholder or officer of an organization that
has a relationship with the Company) and shall identify for the Board
those directors who have no material relationship with the Company (either
directly or as a partner, stockholder or officer of an organization that
has a relationship with the
Company);
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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 certificate of
incorporation, bylaws and Corporate Governance
Guidelines;
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Establishing
procedures for the submission of candidates for election to the Board
(including recommendations by stockholders of the
Company);
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Establishing
procedures for identifying and evaluating nominees for
Director;
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Reviewing
and recommending candidates for election to the Board at the annual
meeting of stockholders in compliance with the Company’s policies and
procedures for consideration of Board
candidates;
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Identifying,
considering and recommending candidates to fill new positions or vacancies
on the Board; in performing these duties, the Committee shall have the
authority, at the Company’s expense, to retain and terminate any search
firm to be used to identify Board candidates and shall have authority to
approve the search firm’s fees and other retention
terms;
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Reviewing
the required disclosure, if applicable, included in the Company’s annual
public filings regarding the Company’s nomination
process;
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Making
recommendations for continuing education of Board
members;
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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 code of business
conduct;
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Board
Committees
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Periodically
reviewing the charter and composition of each Board committee and making
recommendations to the Board for the creation of additional Board
committees or the change in mandate or dissolution of Board
committees;
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Recommending
to the Board persons to be members of the various Board
committees;
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Conflicts
of Interest
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Reviewing
and approving the Company’s code of business conduct and recommending
changes to the Board as necessary;
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Considering
questions of possible conflicts of interest of Board members and of
corporate officers; and
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Reviewing
actual and potential conflicts of interest of Board members and corporate
officers, other than related party transactions reviewed by the Audit Committee,
and approving or prohibiting any involvement of such persons in matters that may
involve a conflict of interest or taking of a corporate
opportunity.
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, the Committee shall have
the power to determine which matters are within the scope of the powers and
responsibilities delegated to it.
In
performing its duties, the Committee shall have the authority, at the Company’s
expense, to retain, hire, and obtain advice, reports or opinions from internal
or external legal counsel and expert advisors.
MEETINGS:
The Committee will meet at least once
annually and, otherwise, as often as may be deemed necessary or appropriate, in
its judgment, in order to fulfill its responsibilities. The Committee
may meet either in person or telephonically, and at such times and places as the
Committee determines. The Committee may establish its own meeting
schedule, which it will provide to the Board. All non-management
directors that are not members of the Committee may attend and observe meetings
of the Committee, but 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
invite to its meetings other Board members, Company management and such other
persons as the Committee deems appropriate in order to carry out its
responsibilities. Notwithstanding the foregoing, the Committee may
exclude from its meetings any person it deems appropriate, including but not
limited to, any non-management director that is not a member of the
Committee.
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MINUTES:
The
Committee will maintain written minutes of its meetings, which will be filed
with the minutes of the meetings of the Board.
REPORTS:
The Chair
of the Committee shall make regular reports to the full Board on the actions and
recommendations of the Committee.
COMPENSATION:
Members
of the Committee shall receive such fees, if any, for their service as Committee
members as may be determined by the Board in its sole discretion.
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