This excerpt taken from the GTF DEF 14A filed Aug 13, 2007.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors has three committees: Audit Committee, Compensation Committee, and the Nominating and Governance Committee. The membership and responsibilities of the current committees of the Companys Board of Directors are summarized below. Additional information regarding the responsibilities of each committee is found in, and shall be governed by, the Companys Bylaws, as amended, each committees Charter, where applicable, specific directions of the Companys Board of Directors, and certain mandated regulatory requirements. The Charters of the Companys Audit, Compensation, and Nominating and Governance Committees, as well as the Companys Code of Conduct and Ethics are available at the Companys website at www.cytomedix.com. The information is also available in print to any shareholder who requests it.
Shareholders may send communications to the Board or to particular Directors by sending the communications by first class mail to Cytomedix Board of Directors (or to any particular director by name), 416 Hungerford Dr., Suite 330, Rockville, Maryland 20850. All correspondence received is reviewed by the Chief Financial Officer or his office and is forwarded to the appropriate Director(s) other than items unrelated to the functions of the Board or business solicitations and advertisements.
Nominating and Governance Committee. The Nominating and Governance Committee has the following responsibilities as set forth in its charter: To review and recommend to the Board with regard to policies for the composition of the Board; to review any director nominee candidates recommended by any director or executive officer of the Company, or by any shareholder if submitted properly; to identify, interview and evaluate director nominee candidates and have sole authority to retain and terminate any search firm to be used to assist the Committee in identifying director candidates and approve the search firm's fees and other retention terms; to recommend to the Board the slate of director nominees to be presented by the Board; to recommend director nominees to fill vacancies on the Board, and the members of each Board committee; to lead the annual review of Board performance and effectiveness and make recommendations to the Board as appropriate; and to review and recommend corporate governance policies and principles for the Company, including those relating to the structure and operations of the Board of Directors and its committees. The committees charter is available to shareholders on the Companys website at www.cytomedix.com.
Pursuant to the charter, the committee will consider a director nominees experience, employment, background, independence and other relevant factors, and no one factor will be determinative. The committee will seek to create a Board that is, as a whole, strong in its collective knowledge and diversity of skills and experiences. When the committee reviews a potential director candidate, the committee will look specifically at the candidiates qualifications in light of the needs of the Board at that time. The committee will also as needed perform reference and background checks and conduct interviews of the potential candidates. In addition to shareholder recommendations duly submitted in accordance with the provisions of the Companys Certificate of Incorporation, Bylaws and other applicable law, the committee also relies on recommendations from current directors, officers, employees, and consultants.
As stated in the committees charter, the committee will review any director nominee candidate recommended by shareholders. Shareholder recommendations for candidates to the Board should be submitted to the Company at least 120 days prior to the next meeting of shareholders by written notice to: Cytomedix Nominating and Governance Committeee, 416 Hungerford Dr., Suite 330, Rockville, Maryland 20850. Shareholder recommendations should include the name of the candidate as well as relevant biographical information. In evaluating candidates, the Committee will use the criteria described above and will evaluate shareholder candidates in the same manner as candidates from all other sources. In addition, the Company will consider the relationship of the submitting shareholder to the Company and the relationship of the nominee to the shareholder and to the Company.
Audit Committee. At a meeting of the Board of Directors on December 17, 2004, the Board of Directors established the Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act and named Arun Deva chairman of the Audit Committee. The Board has determined that Arun Deva is an Audit Committee financial expert as defined by Item 401(h) of Regulation S-K, and is independent as defined by section 121(A) of the listing standards of the American Stock Exchange. The Audit Committees primary responsibilities are to review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company, established and maintained processes to