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Nominating Charter

Purpose of the Nominating Committee
The purpose of the Nominating Committee is to:
• identify qualified individuals for membership on the Uroplasty Board of Directors
• recommend to the Board the director nominees for election at the next annual meeting of stockholders

Membership of the Nominating Committee
The Nominating Committee:
• shall consist of not less than two members of the Board of Directors, the exact number and chairperson to be established by the Board of Directors from time to time
• shall consist solely of individuals who meet the independence standards set forth in U.S. Securities and Exchange Commission rules, and in the listing standards applicable to Uroplasty
• shall be appointed, and may be removed at any time and for any reason, by the Board of Directors

Duties of the Nominating Committee
The Nominating Committee shall:
• in identifying and selecting individuals who may be nominated for election to the Board of Directors, consider all applicable laws, rules, regulations and listing standards applicable to Uroplasty including, without limitation, a potential candidate’s experience, areas of expertise and other factors relative to the overall composition of the Board of Directors
• annually review the size, composition and needs of the Board of Directors, and make recommendations to the Board
• recommend to the Board of Directors the director nominees for election at the next annual meeting of stockholders
• consider and recommend candidates for appointment to the Board, to the extent vacancies arise between annual meetings of stockholders
• consider director candidates submitted by stockholders, in accordance with guidelines developed by the Nominating Committee
• annually review the Nominating Committee charter, and recommend to the Board any changes it deems necessary or desirable

Meetings of the Nominating Committee
The Nominating Committee shall meet as often as necessary to carry out its responsibilities, but not less than once each year. At the discretion of the chairperson of the Nominating Committee (but at least once each year), the members of the Nominating Committee shall meet in executive session, without any members of management present.

Additional Authority of the Nominating Committee
The Nominating Committee shall have the authority to do the following, in its discretion, to the extent it deems appropriate in carrying out its duties under this Charter:
• delegate any of its responsibilities to a subcommittee or subcommittees
• retain outside counsel and other advisors

0540018A 11/06