Nominating and Corporate Governance Committee Charter
Zyla Life Sciences
Nominating and Corporate Governance Committee Charter
The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Zyla Life Sciences (the “Company”) is established pursuant to the Bylaws of the Company.
The purposes of the Committee are to: (i) assist the Board by identifying qualified candidates for director and recommend to the Board the director nominees; (ii) make recommendations regarding the composition, organization and governance of the Board; (iii) recommend to the Board sound corporate governance principles and practices; and (iv) oversee the process of evaluation of the Board and its Committees.
- Appointment and Chairperson. The Board will appoint Committee members. The Board will also appoint a chairperson of the Committee.
- Term. Each of the directors serving on the Committee shall serve for such term or terms as the Board may determine or until his or her successor has been duly elected and qualified or his or her death, resignation or removal, if earlier.
- Composition and Qualifications. Until the Company lists its common stock on a principal stock exchange that has listing standards for composition and qualification of nominating committee members, the Committee will have at least two members. Upon such listing, the Committee shall consist of at least the minimum number of members required by the listing standards of the Company’s principal stock exchange (subject to any applicable exceptions permitted under such listing standards), each of whom shall be independent as defined by such listing standards and any other applicable laws, rules and regulations governing independence.
IV. Duties and Responsibilities. The Committee shall have the following duties and responsibilities:
- Board and Committee Membership
- Selection of Director Nominees. The Committee shall be responsible for:
- Developing and recommending to the Board the desired attributes for director nominees and conducting searches for prospective directors whose skills and attributes reflect those desired.
- Identifying and evaluating potential candidates for all directorships to be filled by the Board or by the stockholders, in such manner as the Committee deems appropriate. In evaluating potential director nominees, the Committee shall take into account all factors it considers relevant and appropriate.
- Recommending to the Board a slate of nominees for election as directors at the Company’s annual meeting of stockholders.
- Recommending to the Board individuals to be appointed as directors in connection with director vacancies and any newly created directorships. In the case of a director nominated to fill a vacancy on the Board due to an increase in the size of the Board, recommending to the Board the class of directors in which the director-nominee should serve.
- Composition – The Committee shall be responsible for reviewing the size and composition of the Board and its committees, taking into account such factors as the business experience and specific areas of expertise of each director, and make recommendations to the Board as necessary to ensure that the Board has the appropriate experience, expertise and perspective.
- Search Firms - To carry out its duties and responsibilities, the Committee may retain a search firm to assist it in identifying director candidates and may also retain outside counsel and other advisors as it deems necessary. The Committee shall have sole authority to approve related fees and retention terms of any such search firm or other advisor and the Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to such search firm or other advisor.
B. Corporate Governance
- Corporate Governance Guidelines – The Committee shall develop and recommend to the Board appropriate corporate governance guidelines. The Committee shall, from time to time as it deems appropriate, consider and reassess the adequacy of such guidelines and recommend any material changes to the Board for approval.
- Other Governance Matters – The Committee shall generally advise the Board as a whole on other corporate governance matter
C. Evaluation of the Board and its Committees. The Committee will develop and recommend to the Board an annual self-evaluation process for the Board and its committees to determine whether the Board and its committees are functioning effectively. The Committee will oversee the annual self-evaluation process.
D. Independence. The Committee shall evaluate and consider matters relating to the independence of directors.
E. Review of Charter. The Committee will periodically review and assess the adequacy of this Charter and recommend any changes to the Board. The Board must approve any amendments to this Charter.
V. Meetings and Other Matters
- Meetings. The Committee will meet at least once per year and at such other times and places as it deems appropriate and will regularly update the Board about Committee activities and recommendations.
- Quorum Requirement. A majority of the Committee members shall constitute a quorum.
- Reports to the Board. The Committee shall make regular reports to the Board about its activities and recommendations. This will generally take place at the first Board meeting following a Committee meeting.
- Minutes. Minutes of each meeting will be kept and filed in the Minute Books of the Company.
- Delegation. The Committee may form and delegate authority to one or more subcommittees when appropriate.
Amended and Restated, February 7, 2019.