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Corporate Governance and Nominating Committee Charter
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COMPOSITION |
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1. |
Composition. The board of directors (the "Board")
of La Jolla Pharmaceutical Company (the "Company") shall
appoint and maintain a Corporate Governance and Nominating Committee
(the "Committee") composed of at least two independent
directors of the Company. The independence of the directors on the
Committee shall be determined by the Board in accordance with applicable
NASD listing standards. The chairperson of the Committee shall be
appointed by the Board. |
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2. |
Meetings. The Committee will meet as often
as may be deemed necessary or appropriate in its judgment, either
in person or telephonically, and at such times and places as the
Committee shall determine. The Committee shall report regularly
to the full Board with respect to its meetings. The majority of
the members of the Committee shall constitute a quorum. |
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3. |
Outside Advisors. The Committee shall have
the authority to retain such outside advisors and experts as it
determines necessary or appropriate to assist it in the full performance
of its functions, including the authority, without further authorization
from the Board, to retain (and determine the terms of retention),
compensate and terminate any search firm used by the Committee to
identify director candidates. |
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PURPOSE |
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The purpose of the Committee shall be to assist the
Board to identify qualified individuals to become board members,
to determine the composition of the Board and its committees, and
to monitor and assess the effectiveness of the Board. |
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RESPONSIBILITIES |
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In furtherance of its purpose, the Committee
shall have the following authority and responsibilities: |
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1. |
Nominations. |
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(a) |
Identify, screen and recommend to the full Board candidates
for election to the Board. |
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(b) |
Review director candidates recommended by stockholders
of the Company. |
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(c) |
Assist in attracting qualified director candidates
to serve on the Board. |
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(d) |
Recommend to the Board members to serve on the committees
of the Board. |
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(e) |
Review from time to time the skills and characteristics
required of Board members in the context of the then current constitution
of the Board, including such factors as business experience, technology,
finance, financial reporting and other areas that would be expected
to contribute to an effective Board. |
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(f) |
Monitor the independence, both in appearance
and in fact, of current directors and nominees. |
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2. |
Governance. |
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(a) |
Monitor and assess the relationship between the Board
and management with respect to the Board's ability to function independently
of management. |
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(b) |
Review and assess the channels through which the Board
receives information and the quality and timeliness of information
received, including assessing the needs of the Board and its committees
in terms of the frequency and location of meetings, meeting agendas,
discussion papers, reports and other information requirements. |
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(c) |
Recommend to the Board enhancements and modifications
concerning the structure, composition and functioning of the Board
and its committees. |
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(d) |
Consider, and recommend when appropriate, director
education programs that may serve to enhance the functioning of
the Board. |
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(e) |
Review periodically the succession plans of the Company
at the CEO and other executive officer levels. |
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3. |
Other. |
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(a) |
Review at least annually the adequacy of this Charter
and recommend any changes to the Board. |
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(b) |
The foregoing enumerated functions should
serve as a guide with the understanding that the Committee may carry
out additional functions and adopt additional policies and procedures
as may be appropriate to serve its purpose in light of changing
business, legislative, regulatory, legal or other conditions. The
Committee shall also carry out such additional responsibilities
and duties delegated to it by the Board from time to time. |
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Last
Updated: February 25, 2004 |
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