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20
Nov
2014
Biostar Pharmaceuticals, Inc. The Nominating and Corporate Governance Committee Charter

Biostar Pharmaceuticals, Inc.

The Nominating and Corporate Governance Committee Charter

Adopted on November 20, 2014



I.     Purpose and Objectives


A standing committee of the Board of Directors (the ¡°Board¡±) of Biostar Pharmaceuticals, Inc. (the ¡°Corporation¡±) is hereby established and designated the Nominating and Governance Committee (the ¡°Committee¡±). The Committee shall assist the Board in fulfilling its oversight responsibilities, without limitation of the following:


?         Identify individuals who are qualified to become board members,

?        Select and recommend to the Board that the Board select director nominees for the next annual meeting of shareholders,:

?         Develop and recommend to Board a set of corporate governance guidelines for the Corporation, and

?         Oversee the performance evaluation of the Board, its committees and individual board members.


II. Composition


All of the Committee members must be independent in accordance with the rules promulgated by the Securities and Exchange Commission (¡°SEC¡±) and The Nasdaq National Market (¡°Nasdaq¡±). The Board shall designate one member as the Committee¡¯s Chair. The members of the Committee shall be appointed by the Board. The members of the Committee shall serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at any time with or without cause.


III.        Meetings


The Committee shall meet as often as it deems fit for the affairs of the Committee. The Committee shall report to the Board after each Committee meeting. Minutes of each meeting shall be prepared, be made available for review at the next meeting of the Committee and be duly signed off by the Corporate Secretary and the Chair as the true and accurate record of the meeting.

Meeting schedule shall be set prior to the time fixed for such meeting.  A member may waive a notice of a meeting; except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.


A quorum for meetings shall be as a majority of the Committee, present in person or by telephone or other telecommunication device that permit all persons participating in the meeting to speak and hear each other. A meeting agenda and background material on agenda items will be provided prior to each meeting. Senior management will be made accessible to Committee members at Committee meetings and at such times as the Committee member may request.


The Committee may invite any person, including the CEO, his/her designates, officers, employees of the Corporation, other independent external advisors or consultants as it may see fit in the consideration of the affairs of the Committee.



IV.        Duties and Responsibilities; Outside Advisors


The Committee shall have the following authority and responsibilities:

1.                  To determine the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the ¡°Director Criteria¡±).

2.                  To identify and screen individuals qualified to become members of the Board, consistent with the Director Criteria. The Committee shall consider any director candidates recommended by the Company¡¯s stockholders pursuant to the procedures set forth in the Company¡¯s proxy statement. The Committee shall also consider any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules and regulations and the provisions of the Company¡¯s charter documents.

3.                  To make recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholder.

4.                  To annually review and assess the adequacy of the Company¡¯s corporate governance policies and procedures and the Company¡¯s Code of Ethics, and it shall recommend any proposed changes to the Board for approval. The Committee also shall consider corporate governance issues that arise from time to time and develop appropriate recommendations and policies for the Board regarding such matters.

5.                  To review the Board¡¯s committee structure and composition and to make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairperson annually.

6.                  If a vacancy on the Board and/or any Board committee occurs, to identify and make recommendations to the Board regarding the selection and approval of candidates to fill such vacancy either by election by stockholders or appointment by the Board.

The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a director search firm as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation and oversee the work of the director search firm. The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of outside legal counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation and oversee the work of its outside legal counsel and other advisors. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other advisors.



V.   Delegation of Authority


The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.  The Chair may represent the entire Committee, as a subcommittee, with respect to functions of the Committee undertaken between meetings.  Any actions of a subcommittee shall be presented to the full Committee at its next scheduled meeting.


VI.        Performance Evaluation


       The Committee shall conduct an annual evaluation of the performance of its duties under this Charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.






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