Nominating and Corporate Governance Committee Charter

The purposes of the Nominating and Corporate Governance Committee (the "Committee") are (i) to identify individuals qualified to become members of the Board, (ii) to recommend to the Board director nominees for the next annual general meeting of shareholders, (iii) to develop and recommend to the Board a set of corporate governance principles applicable to the Company and (iv) to oversee the evaluation of the Board and its dealings with management as well as appropriate committees of the Board.

 

The Committee shall consist of at least three directors. Committee members may be removed by the Board of Directors in its discretion.  Each member of the Committee shall satisfy the independence requirements of The NASDAQ Stock Market ("NASDAQ").

 

The Committee shall hold regularly scheduled meetings and such special meetings as circumstances dictate.  The Committee shall report regularly to the Board of Directors.

The Committee has direct responsibility and power to perform the following duties:

  • Identify individuals qualified to become Board members, consistent with criteria approved by the Board, receive nominations for such qualified individuals and review recommendations put forward by the Chief Executive Officer, and recommend to the Board the director nominees for the next annual general meeting of shareholders, taking into account each candidate's ability, judgment and experience and the overall diversity and composition of the Board;
  • Establish a policy under which shareholders of the Company may recommend a candidate to the Committee for consideration for nomination as a director;
  • Recommend to the Board qualified individuals to serve as committee members on the various Board committees;
  • Review and recommend committee slates annually and recommend additional committee members to fill vacancies as needed;
  • Clearly articulate to each director what is expected, including reference to the Company's corporate governance guidelines and directors' basic duties and responsibilities with respect to attendance at Board meetings and advance review of meeting materials;
  • Develop, update and recommend to the full Board a set of corporate governance guidelines applicable to the Company;
  • Review the Company's practices and policies with respect to directors, including retirement policies, the size of the Board, the ratio of employee directors to non-employee directors, the meeting frequency of the Board and the structure of Board meetings and make recommendations to the Board with respect thereto;
  • Assist the Board in developing and evaluating potential candidates for executive positions (including the CEO) and oversee the development of executive succession plans;
  • Review Company policies with respect to significant issues of corporate public responsibility, including contributions;
  • Oversee the systems and processes established by the Company to ensure compliance with the Company's Code of Business Conduct and Ethics;
  • Review and assess the adequacy of this charter and submit any changes to the Board for approval; and

Report its actions and any recommendations to the Board on a periodic basis

In order to fulfill its role, the Committee shall be entitled to act in the following manner, in each case in accordance with the Company's Amended Articles of Association:

  • Action may be taken by the Committee upon the affirmative vote of a majority of the members;
  • Any two members or the Chairman of the Committee may call a meeting of the Committee upon due notice to each other member at least 48 hours prior to the meeting;
  • Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval thereof in writing; and
  • The Committee shall have the authority to delegate to subcommittees of the Committee any of the responsibilities of the full Committee and to officers of the Company such responsibilities of the full Committee as may be permitted by applicable laws, rules or regulations and in accordance with NASDAQ listing rules.

 

In order to fulfil its role, the Committee shall have the sole authority to retain and terminate a search firm to assist in the identification of director candidates, and have the authority to approve the search firm's fees and other retention terms.  The Committee shall also have the authority to retain legal, accounting or other experts that it determines to be necessary to carry out its duties and to determine compensation for such advisors.

 

 


Committee Members

Sarah O'Connor
Sarah O'Connor
Director

Sarah O’Connor, 54, served as the Senior Vice President, Strategic Development and Chief Legal Officer of Arch Chemicals, Inc., a global biocides company, where she was responsible for the company’s legal and strategic development functions, as well as enterprise risk management and government relations, from September, 2009 to October, 2011. Ms. O’Connor was Arch Chemicals, Inc.’s Vice President and General Counsel from February 1999 to September 2009. During this period Ms. O’Connor also had responsibility for Arch Chemicals’ Regulatory Affairs function. Prior to joining Arch Chemicals, Ms. O’Connor was an attorney in the legal departments of American Home Products Corporation and the Reader’s Digest Association. From September, 2012 to May, 2014, Ms. O’Connor was an adjunct professor at Mercy College and is a member of the school’s Development Committee. Ms. O’Connor received a B.S. in Business Administration from Mercy College, a J.D. from Fordham University School of Law and an MBA from Columbia University.
 

Zubeen Shroff
Zubeen Shroff
Director

Zubeen Shroff is a Director, appointed in July 2013. Mr. Shroff is a Managing Director of Galen Partners, a leading healthcare growth equity firm founded in 1990. Mr. Shroff has 25 years of experience working with entrepreneurs and their Board of Directors in building high-growth healthcare companies. Mr. Shroff joined Galen in 1996, from The Wilkerson Group, where he was a Principal with a client base including pharmaceutical, diagnostics, device and biotech companies, plus a select number of venture capital firms. Prior to joining The Wilkerson Group, Mr. Shroff worked at Schering-Plough France, a manufacturer of healthcare products and medicines, where he helped launch their biotech product, alpha-Interferon, in several new indications. Currently, Mr. Shroff is Treasurer and on the Executive Committee of the Board for The Westchester Medical Center Public Benefit Corporation, as well as Chairman of its Foundation. Since 2004, he has served on the Advisory Committees to Boston University Medical School and The Center for Global Health & Development. In addition, Mr. Shroff is on the Advisory Board of the Joslin Diabetes Center. In addition to the above positions, over the past 10 years, Mr. Shroff has served on the Board of Directors of numerous privately held Galen portfolio companies in the industry. Mr. Shroff served on the public Board of Directors of Pet DRx Corporation until July 2010 and Encore Medical until June 2006. Mr. Shroff received a BA in Biological Sciences from Boston University and an MBA from the Wharton School, University of Pennsylvania.

Heino von Prondzynski
Heino von Prondzynski
Director

Heino von Prondzynski, 64, served as chief executive officer of Roche Diagnostics and as a member of the executive committee of F. Hoffman-La Roche Ltd., a Swiss based healthcare company that develops diagnostics and therapeutic products, from early 2000 to 2006, retiring from Roche at the end of 2006. From 1996 to 2000, Mr. von Prondzynski held several executive positions, including president of the vaccine business, at Chiron Corporation, a multinational biotechnology firm that developed biopharmaceuticals, vaccines and blood-testing products. Earlier in his career, Mr. von Prondzynski held sales and marketing and general management positions at Bayer AG, a German based maker of healthcare products, specialty materials and agricultural products. Mr. von Prondzynski also serves on the boards of Hospira, Inc., Qiagen NV, Koninklijke Philips Electronics NV, and Epigenomics AG. Within the past five years, Mr. von Prondzynski also has served as a director of Nobel Biocare Holding AG, Switzerland (from 2010 to 2011). Mr. von Prondzynski studied maths, geography and history at Westfälische Wilhelms University, Münster, Germany.