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Corporate Governance

Nominating and Governance Committee

Following the admission of Merrion Pharmaceuticals plc and its subsidiaries (together the 'Group') to IEX in December 2007, the Groups attention to financial reporting processes and corporate governance has intensified. Attention is being placed not only on the board of directors but also on those committees that have been delegated responsibility and accountability by the board.

The governance and nominating committee ('the Committee') of the Group is viewed as a critical component in the overall corporate governance process. This Governance and Nominating Committee Charter has been prepared to support the committee as they oversee the corporate policies of the Group. This charter has been drafted with reference to the Combined Code on Corporate Governance, Financial Reporting Council, June 2008.

1 Membership and organisation

1.1 The board shall appoint the committee. All members of the committee should be non – executive directors of the Group. The Committee should consist of three members. The board shall appoint the chairman of the committee from amongst the non-executive directors.

1.2 The company secretary of the Group shall be the secretary of the Committee.

1.3 No one, other than the governance and nominating committee members shall be entitled to attend governance and nominating Committee meetings. The chairman, other non –executive directors, CEO, CFO, representatives of external auditors or other persons shall attend meetings at the invite of the committee.

1.4 At least annually, this charter shall be reviewed and reassessed by the Committee and any proposed changes shall be submitted to the Board of Directors for approval. Members shall establish guidelines for the performance evaluation of the committee and annually assess the performance of the committee in light of those guidelines.

1.5 The quorum necessary for the legitimacy of a governance and nominating committee meeting shall be two. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

2 Authority

2.1 The committee will have the resources and authority necessary to discharge its duties and responsibilities. Their authority includes the following:

  • Retain and terminate outside counsel, any search firm used to identify director candidates, or other experts or consultants, as it deems appropriate.
  • Seek any information that it requires from any employee of the group and all employees are directed to cooperate with any request made by the committee;
  • Obtain outside legal or independent professional advice, at the group's expense (any expense greater than €5,000 should be approved by the Board), and secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

3 Duties and Responsibilities

The governance and nominating committee shall have the following duties and responsibilities:

3.1 Recommend to the Board of Directors individuals for nomination and for appointment to the Board or for election to the Board at the annual general meeting of shareholders;

3.2 Before recommending a replacement or additional director, review his/her qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors;

3.3 Assist in interviewing and recruiting candidates for the Board;

3.4 Develop and recommend to the Board of Directors a set of corporate governance principles applicable to our Company;

3.5 Monitor compliance with the Corporate Governance Guidelines;

3.6 Annually review the Company's policies and programs that relate to corporate responsibility;

3.7 Recommend to the Board of code of business conduct and ethics applicable to employees, officers and directors of the Company.

3.8 To review the Company's Governance procedures and to compare them to best practice guidelines issued by local regulatory authorities;

3.9 Evaluate the current composition, organization and governance of the Board of Directors and its committees after consultation with the respective committee chairs, determining future requirements and making recommendations to our board for approval;

3.10 Review and evaluate, at least annually, the performance of the nominating and corporate governance committee and its members, including the compliance of the nominating and corporate governance committee with its charter.

4 Reporting

4.1 The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance. Minutes of Committee meetings will be circulated to all members of the Board.

4.2 The Governance and Nominating Committee Chairman shall attend the AGM and shall answer questions, through the Chairman of the board, on the governance and nominating committee's activities and their responsibilities.


Committee Members

Committee Member Fintan Maher