This excerpt taken from the CEGE DEF 14A filed Apr 27, 2007.
Board Meetings and Committees
The board of directors of the Company held a total of six meetings during the fiscal year ended December 31, 2006. No incumbent director attended fewer than 90 percent of the total number of meetings of the board of directors and its committees of which he or she was a member, if any. The Company has adopted a policy that encourages members of the board of directors to attend all meetings, including meetings of committees on which they serve and the annual meeting of stockholders. Last year, Dr. Sherwin, chairman of the board and chief executive officer of Cell Genesys, attended and led the 2006 Annual Meeting of Stockholders. Ms. Crowell, chair of the nominating and governance committee, also attended the 2006 Annual Meeting of Stockholders.
The board of directors has an audit committee, a compensation committee and a nominating and governance committee, each of which has adopted a written charter which is reviewed annually. The charters of the committees are available on the Companys website at http://www.cellgenesys.com/investing-corporate-governance.shtml.
The audit committee of the board of directors currently consists of Messrs. Step (chair) and Winger and Ms. Crowell. The audit committee met ten times during 2006. The board of directors has determined that Mr. Winger is qualified as an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission and the Nasdaq Stock Market. Mr. Winger will become chair of the audit committee on April 25, 2007. The audit committee is responsible for engagement of the Companys independent registered public accounting firm and pre-approving related party transactions and all audit and non-audit services provided by the Companys independent registered public accounting firm, and is primarily responsible for reviewing and approving the scope of the audit and other services performed by the Companys independent registered public accounting firm and for reviewing and evaluating the Companys accounting principles and its systems of internal accounting controls. The audit committee also serves as the Companys qualified legal compliance committee (QLCC). The report of the audit committee for fiscal 2006 is included in these proxy solicitation materials.
The compensation committee of the board of directors, which currently consists of Dr. Potts (chair) and Messrs. Carter and Step, met six times during fiscal year 2006. The compensation committee reviews and approves the compensation of, and grants of stock options to, the Companys executive officers; sets corporate objectives relevant to executive compensation and reviews executive officer performance in light of these objectives; reviews and approves employment agreements, severance arrangements and applicable change in control agreements for the Companys executive officers; administers, amends and interprets the Companys equity incentive plans and benefits programs; reviews and discusses with management the Companys Compensation Discussion and Analysis and recommends to the board the inclusion of the Compensation Discussion and Analysis in the proxy; and reviews and assesses the adequacy of the Compensation Committee annually. Effective July 1, 2007, Dr. Shenk will replace Mr. Carter on the compensation committee.
The nominating and governance committee of the board of directors currently consists of Ms. Crowell (chair), Dr. Potts and Mr. Winger. The nominating and governance committee met once during 2006. The committee makes recommendations as to the size and composition of the board; reviews qualifications of potential candidates for election to the board; recommends the slate of nominees for presentation at the annual stockholders meeting; makes recommendations with respect to the membership of committees; and assesses the performance of the board
and its members. This committee also is responsible for succession planning. This committee also oversees issues of corporate governance as they apply to the Company and recommends amendments to the Companys corporate governance procedures where appropriate. The nominating and governance committee will consider nominees by stockholders in accordance with the Companys bylaws and the Companys policy for Director Recommendations and Nominations. Effective, July 1, 2007, Mr. Carter will replace Mr. Winger on the nominating and governance committee.