KNDL » Topics » Nominating and Corporate Governance Committee

This excerpt taken from the KNDL DEF 14A filed Apr 14, 2009.
Nominating and Corporate Governance Committee
 
During 2008, the Nominating and Corporate Governance Committee (the “Nominating Committee”) met two (2) times. Each of the members of the Nominating Committee is an independent director as defined by the NASDAQ listing standards and in accordance with the Company’s Independence Standards. The Nominating Committee advises and makes recommendations to the Board of Directors with respect to:
 
  •  Director candidates for election by shareholders;
 
  •  Candidates to fill vacancies on the Board of Directors;
 
  •  Committee assignments on the Board of Directors;
 
  •  Changes in Board compensation;
 
  •  Board’s director education policy; and
 
  •  Other duties that are described in more detail in its Charter, which is available in the Investor Relations section of the Company’s Web site at www.kendle.com.
 
The Nominating Committee, in fulfilling its duties outlined above, conducts annual evaluations to assess the effectiveness of the Board and each of its committees.
 
The Nominating Committee is authorized by its charter to advise on changes in Board compensation. The Committee reviews all factors it deems relevant in connection with any changes in director compensation it may recommend.
 
The Nominating Committee considers all potential candidates to serve on the Board, including those potential candidates recommended for nomination by shareholders. The Nominating Committee identifies candidates through a variety of sources and, with Board approval, could engage a third party to identify and evaluate candidates. Shareholders desiring to submit recommendations for nominations by the Committee should direct them to the Chairman of the Nominating Committee in care of the Company at its address shown on the cover page of this Proxy Statement. Each shareholder may nominate one candidate for election as a director at next year’s Annual Meeting of Shareholders provided the shareholder (i) is a shareholder of the Company of record at the time of the giving of notice for the meeting; (ii) is entitled to vote at the meeting in the election of directors; and (iii) has given timely written notice of the nomination to the Company’s Secretary.
 
The Nominating Committee will assess the qualifications of all candidates for the Board on an equal basis. In identifying and considering candidates for nomination to the Board of Directors, the Nominating Committee considers, among other factors, quality of experience, the needs of the Company and the range of talent and experience currently represented on the Board.
 
This excerpt taken from the KNDL DEF 14A filed Apr 14, 2008.

Nominating and Corporate Governance Committee

During 2007, the Nominating and Corporate Governance Committee (the “Nominating Committee”) met one time. Each of the members of the Nominating Committee is an independent director as defined by the NASDAQ listing standards and in accordance with the Company’s Independence Standards. The Nominating Committee advises and makes recommendations to the Board of Directors with respect to:

 

  Director candidates for election by shareholders;

 

  Candidates to fill vacancies on the Board of Directors;

 

  Committee assignments on the Board of Directors;

 

  Changes in Board compensation;

 

  The Board’s director education policy; and

 

  Other duties that are described in more detail in its Charter, which is available on the Company’s Web site at www.kendle.com.

The Nominating Committee, in fulfilling its duties outlined above, conducts annual evaluations to assess the effectiveness of the Board and each of its committees.

The Nominating Committee is authorized by its charter to advise on changes in Board compensation. The Committee reviews all factors it deems relevant in connection with any changes in director compensation it may recommend.

The Nominating Committee considers all potential candidates to serve on the Board, including those potential candidates recommended for nomination by shareholders. The Nominating Committee identifies candidates through a variety of sources and, with Board approval, could engage a third party to identify and evaluate candidates. Shareholders desiring to submit recommendations for nominations by the Committee should direct them to the Chairman of the Nominating Committee in care of the Company at its address shown on the cover page of this Proxy Statement. Each shareholder may nominate one candidate for election as a director at next year’s Annual Meeting of Shareholders provided the shareholder (i) is a shareholder of the Company of record at the time of the giving of notice for the meeting; (ii) is entitled to vote at the meeting in the election of directors; and (iii) has given timely written notice of the nomination to the Company’s Secretary.

The Nominating Committee will assess the qualifications of all candidates for the Board on an equal basis. In identifying and considering candidates for nomination to the Board of Directors, the Nominating Committee considers, among other factors, quality of experience, the needs of the Company and the range of talent and experience currently represented on the Board.

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