I-trax Board
Committee Charters - Nominating and
Corporate Governance
I-TRAX, INC.
NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE CHARTER
Adopted February 16, 2006
I.
Purpose
The Nominating and Corporate
Governance Committee (the
“Committee”) is appointed by the
Board of Directors (the “Board”)
of I-trax, Inc. (the “Company”)
to:
- identify individuals
qualified to become Board
members and recommend to the
Board;
- review and provide
oversight for the corporate
governance guidelines,
policies and procedures
developed by management and
recommend approval, as
applicable, by the Board;
- review and evaluate
the performance of the Board
and its committees on an
annual basis; and
- review the
recommendations made by the
Chief Executive Officer of
individuals to serve in the
senior executive officer
positions of the Company, in
consultation with the
Compensation Committee as
necessary, and make
recommendations to the
Board.
II.
Committee Membership
The Committee must include at
least two directors who satisfy
the independence requirements as
defined by the American Stock
Exchange Rules. Committee
members will be appointed by the
Board. The Board may designate
one member of the Committee as
its Chair.
III. Committee Authority and
Responsibilities
Nominating:
The Committee will:
- establish criteria
for candidates for
nomination as directors;
- review the
qualifications of and
recommend to the Board
nominees for election to
the Board;
- review timely
nominations for election
of directors received
from stockholders and
ensure that such
stockholders are advised
of any final action
taken by the Board;
- with the prior
consent of the Board,
retain and terminate any
search firm to identify
director candidates; and
- consider a number
of factors in selecting
nominees for director,
including but not
limited to:
- whether a
candidate has
business and
industry
experience that
is relevant to
the Company,
including recent
experience at
the senior
management level
of a company at
least as large
or larger than
the Company;
- the
candidate’s
ability to work
constructively
with the
Company’s
management and
other directors;
- the
candidate’s
ability to
represent the
interests of the
stockholders;
- the
candidate’s
independence
from management
and freedom from
potential
conflicts of
interest with
the Company;
- the
candidate’s
reputation,
integrity,
judgment, skill,
leadership
ability,
interpersonal
skills, honesty
and moral
values;
- the
candidate’s
financial
literacy;
- the
candidate’s
availability,
including the
number of other
boards on which
the candidate
serves, and his
or her ability
to dedicate
sufficient time
and energy to
his or her board
duties;
- legal and
regulatory
concerns; and
- whether the
candidate
contributes to
the range of
talent, skills
and expertise
appropriate for
enhancing the
board’s
diversity,
overall
composition and
effectiveness.
Corporate Governance:
The Committee will:
- receive comments
from all directors and
report annually to the
Board with an assessment
of the Board’s
performance, to be
discussed with the full
Board following the end
of each fiscal year;
- recommend policies
on Board composition,
such as the size of the
Board, the desired mix
of senior executives,
persons with a
significant relationship
to the senior executives
and persons without such
a relationship;
- review key personnel
and management
succession plans,
including a review of
the qualifications for
and candidates to fill
vacancies in senior
executive offices of the
Company (as recommended
by management);
- review and reassess,
as necessary, the
adequacy of the
Company’s corporate
governance guidelines,
policies and procedures,
as developed and
prepared by management
or recommended by
securities counsel, and
make recommendations to
the Board regarding
implementation of such
guidelines, policies and
procedures; and
- oversee the
orientation and
education of directors
with respect to the
Company’s business and
financial matters,
corporate governance and
other appropriate
subjects.
General:
The Committee will:
- make regular
reports to the Board;
- annually review its
own performance; and
- review and reassess
the adequacy of this
Charter annually and
recommend any proposed
changes to the Board for
approval.
IV.
Meetings of the Committee
The Committee will meet at
such times as it determines to
be necessary or appropriate, but
not less than once a year, and
report to the Board at the next
meeting of the Board following
each Committee meeting.
Subject to the approval by
the Board, the Committee may
adopt such rules, regulations
and procedures for the conduct
of its affairs as it deems
necessary or appropriate,
consistent with the Company’s
Amended and Restated Bylaws.
Attendance at each meeting by
a majority of the members will
constitute a quorum.
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