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Nominating & Corporate Governance Committee

  • They understood what we needed and helped us get there every step of the way. Now our culture has changed and our students are soaring.

Amended And Restated Nominating And Corporate Governance Committee Charter.

As adopted by the Board of Directors on August 2, 2006

The role and responsibilities of the Nominating and Corporate Governance Committee (the "Committee") of Scientific Learning Corporation (the "Company") are as follows, subject to amendment by the Company's Board of Directors (the "Board") from time to time:

ROLE

The Committee's roles are (1) to oversee the Director nomination process; (2) to administer and oversee all aspects of the Company's corporate governance functions on behalf of the Board, including making recommendations to the Board regarding corporate governance issues; and (3) to make other recommendations to the Board regarding affairs relating to the directors of the Company.

MEMBERSHIP

Committee membership shall consist of at least three Board members. The members of the Committee and the Committee chairperson shall be appointed by the Board.

PRIMARY COMMITTEE RESPONSIBILITIES

The primary Committee responsibilities are:

  • Director Nominations - The Committee, in consultation with the Chairman and the Chief Executive Officer, has the primary responsibility for identifying, evaluating, reviewing and recommending qualified candidates to serve on the Board. The selection of nominees for Director to be presented to the stockholders for election or reelection, and the selection of new Directors to fill vacancies and newly created directorships on the Board, are made by the majority of the independent members of the Board based on the recommendations of the Committee. The independent members of the Board may accept or reject the Committee's recommendations and may themselves identify and recommend candidates to be selected.
  • Board Committee Nominations - The Committee, in consultation with the Chairman and the Chief Executive Officer, and after considering the wishes of the individual Directors, recommends to the entire Board annually the chairmanship and membership of each committee.
  • Director Change of Position - The Committee is responsible for reviewing and making a recommendation to the Board regarding the continued service of a Director in the event (i) an employee Director's employment with the Company is terminated for any reason or (ii) a non-employee Director changes his/her primary job responsibility from that held at the time such Director was most recently elected to the Board.
  • Performance Assessment - The Committee shall establish a process for the periodic review and assessment of the performance of the Board and Board committees, seeking input from senior management, the other committees, the full Board and others.
  • Independence Determinations - The Committee will consider periodically the independence of individual directors, including making a recommendation to the Board as a whole with respect to the determinations of which members are independent of management as defined by Nasdaq, and whether the members of the standing committees of the Board meet the independence requirements of Nasdaq and/or the SEC when and as applicable to such committees.
  • Director Education - The Committee will evaluate the need and, if necessary, develop and institute a plan or program for the continuing education of directors.
  • Corporate Governance - The Committee may develop a set of corporate governance principles applicable to the Company to be adopted by the Board, and periodically review and assess these principles and their application and recommend any changes deemed appropriate to the Board for its consideration. When applicable, the Committee will review and make recommendations to the Board regarding proposals submitted by shareholders that relate to corporate governance matters.
  • Business Ethics Policies - The Committee will review with management and the Board the adequacy of, and monitor compliance with, the Company's Policies on Business Ethics (the "Code of Conduct").
  • Special Committees - From time to time, when applicable, the Committee will evaluate the need for and recommend to the Board the establishment of such special committees as may be desirable or necessary in order to address ethical, legal, business or other matters that may arise.
  • Information Processes - Oversee and review the processes and procedures used by the Company to provide accurate, relevant and appropriately detailed information to the Board and its committees on a timely basis.
  • Public Affairs. The Committee will oversee the Company's policies and practices regarding philanthropic and political activities.
  • Committee Self Assessment and Charter. The Committee will periodically review, discuss and assess the performance of the Committee as well as the Committee's role and responsibilities, seeking input from senior management, the full Board and others and recommend any changes to the Board. The Committee shall review, as it deems necessary, the Committee Charter and shall recommend any proposed changes for approval by the full Board
  • Additional Duties. The Committee may also undertake such additional activities within the scope of its primary functions as the Committee may from time to time determine.

COMMITTEE PROCESSES

  • Meeting Frequency. The Committee should meet as frequently as considered necessary by the Committee or the chairperson, and shall meet at least annually.
  • Resources - The Committee shall be authorized to access such internal and, in consultation with senior management, external resources as the Committee deems necessary or appropriate to fulfill its defined responsibilities. Expenditures for external resources that are expected to be material and outside the ordinary course of the Committee's practices shall be recommended by the Committee for the approval of the full Board. The Committee shall have the authority to perform such other functions, and shall have such powers, as may be necessary or appropriate in the efficient and lawful discharge of its responsibilities hereunder.
  • Reporting to the Board of Directors - The Committee, through the Committee chairperson, shall report all material activities of the Committee to the Board from time to time. The Committee shall report annually to the Board on the independence of Directors, as determined by the Board from time to time.
  • Delegation - The Committee may delegate any of its responsibilities, powers and authority to one or more subcommittees of the Committee.