Nominating and Governance Committee
ICU MEDICAL, INC.
AS AMENDED AND RESTATED
BY THE BOARD OF DIRECTORS ON APRIL 17, 2009
The purpose of the Nominating/Corporate Governance Committee (the “Committee”) of the board of directors (the “Board”) of ICU Medical, Inc. (the “Company”) is to identify and approve individuals qualified to serve as members of the Board of the Company, select director nominees for the next annual meeting of stockholders, evaluate the Board’s performance, develop and recommend to the Board corporate governance guidelines and provide oversight with respect to corporate governance and ethical conduct.
The Committee shall be composed of three or more directors, as determined by the Board, each of whom shall meet the independence requirements of the Nasdaq Marketplace Rules.
The Committee is charged by the Board with the responsibility to:
- Identify individuals qualified to serve as members of the Board and approve all candidates for director to be nominated for election by the stockholders or to be elected by the Board.
- Recommend to the Board directors for appointment to its committees and, as appropriate, recommend removal of directors from Board committees.
- Recommend to the Board policies on Board composition and criteria for membership and the continued membership on the Board.
- Cause to be prepared and recommend to the Board the adoption of corporate governance guidelines and periodically review and recommend changes to the corporate governance guidelines as appropriate.
- Administer the Company's Code of Business Conduct and Ethics for Directors and Officers (the "Code"), including preparing and recommending to the Board the adoption of the Code, periodically reviewing the Code and recommending changes to the Board, interpreting provisions of the Code, pre-approving certain transactions involving directors and executive officers and reviewing annual certifications by directors and officers of compliance with the Code.
- Recommend to the Board as appropriate and oversee the conduct of any internal investigations of the conduct of senior executives of the Company other than an investigation commenced by the Audit Committee within the scope of the Audit Committee's responsibilities.
- Conduct an annual evaluation of the performance of the Board, including individual members of the Board, and discuss the evaluation with the full Board.
- Provide minutes of Committee meetings to the Board, and report to the Board on any significant matters arising from the Committee's work.
- At least annually, review and reassess this Charter and, if appropriate, recommend proposed changes to the Board.
- Make recommendations to the Board regarding issues of management succession.
- Perform such other duties and responsibilities as may be assigned to the Committee by the Board.
By adopting this Charter, the Board delegates to the Committee full and exclusive authority to:
- Perform each of the responsibilities of the Nominating/Corporate Governance Committee described above.
- Appoint a chair of the Committee, unless a chair is designated by the Board.
- Engage search firms, independent counsel and other advisers as the Committee determines necessary to carry out its responsibilities, and approve the fees and other retention terms of such search firms, independent counsel and other advisers.
- Obtain advice and assistance from internal or other advisors.
- Financial Expert
- Independent Director