This excerpt taken from the NBIX DEF 14A filed Apr 23, 2008.
III. Selection of Directors.
The Nominating / Corporate Governance Committee annually should review with the Board of Directors the appropriate skills and characteristics required of Board members in the context of the then current membership of the Board.
The Nominating / Corporate Governance Committee will be responsible for nominating all Directors for election either by stockholders at an annual or special meeting or by the Board in the case of Directors who are elected to fill vacancies in accordance with the Companys bylaws. The Nominating / Corporate
Governance Committee, in consultation with the Chairman of the Board, should review Director nominations and may engage consultants to assist it in identifying and screening potential candidates.
An invitation to join the Board of Directors should be extended by the Nominating / Corporate Governance Committee through the Chair of the Nominating / Corporate Governance Committee and the Chairman of the Board. Every new Director should receive an orientation and education program to acquaint the Director with the history, operation and management of the Company and the business conditions and regulatory regime to which it is subject.
Directors whose employment responsibilities substantially change from those held when they were elected to the Board are expected to offer to resign from the Board. Directors should also advise the Chairman of the Board and Chair of the Nominating / Corporate Governance Committee prior to accepting membership on other boards of Directors. Other changes that should suggest reconsideration of Board service include conflicts of interest or changes in the level of other commitments.
The Board of Directors does not believe that Directors who retire or otherwise change employment should necessarily leave the Board. However, there should be an opportunity for the Board, through the Nominating / Corporate Governance Committee, to review the continued appropriateness of Board membership under changed circumstances.
Directors should not stand for reelection after having attained age 70.
The Board of Directors currently maintains Audit, Compensation, and Nominating / Corporate Governance Committees operating under charters approved by the Board. This committee structure seems appropriate although, from time to time, the Board may find it desirable to form new committees or combine or disband existing committees, consistent with legal and other obligations.
Only independent Directors should serve on the Audit, Compensation and Nominating / Corporate Governance Committees.
The Board of Directors shall elect the members of committees of the Board, taking into account the desires and expertise of individual Directors and the suggestions of the Chairman of the Board. Directors may indicate their committee preferences from time to time to the Chairman of the Board.
The Board of Directors believes that members of committees of the Board should be periodically rotated. The Board believes, however, that such rotation should not be mandatory since, from time to time, there may be compelling reasons to lengthen or shorten an individual Directors committee membership.
The chair of each committee of the Board, in consultation with the committees members, should determine the frequency and length of the meetings of the committee.
The chair of each committee of the Board in consultation with the Company senior management should develop the committees agenda. Each member of a committee is free to suggest the inclusion of items on the agenda and to raise at any meeting subjects that are not on the agenda. At the
beginning of each year, each committee should review with the Board of Directors a schedule of agenda subjects to be discussed by the committee during the ensuing year.