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Corporate Governance - Committee

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Purpose of the Nominating and Corporate Governance Committee
The purpose of the Nominating and Corporate Governance Committee (the "Committee") is to:

  • identify qualified individuals for membership on the Uroplasty Board of Directors (the "Board");
  • recommend to the Board the director nominees for election at the next annual meeting of shareholders;
  • recommend to the Board a set of corporate governance principles applicable to Uroplasty and any changes to those principles; and
  • lead the Board in its annual review of Board performance;

Membership of the Nominating and Corporate Governance Committee
The Committee:

  • shall consist of not less than two members of the Board, the exact number and chairperson to be established by the Board from time to time;
  • shall consist solely of individuals who meet the independence standards set forth in U.S. Securities and Exchange Commission rules, and in the listing standards applicable to Uroplasty; and
  • shall be appointed, and may be removed at any time and for any reason, by the Board

Duties of the Nominating and Corporate Governance Committee
The Committee shall:

  • identify and select individuals who may be nominated for election to the Board, after due consideration of all applicable laws, rules, regulations and listing standards applicable to Uroplasty including, without limitation, a potential candidate's experience, areas of expertise and other factors relative to the overall composition of the Board;
  • annually review the size, composition and experience needs of the Board, and make recommendations to the Board regarding changes in the same;
  • recommend to the Board the director nominees for election at the next annual meeting of shareholders;
  • consider and recommend candidates for appointment to the Board, to the extent vacancies arise between annual meetings of shareholders;
  • consider director candidates submitted by shareholders, in accordance with guidelines developed by the Committee;
  • annually review the Committee charter, and recommend to the Board any changes it deems necessary or desirable;
  • periodically review matters involving general operation of the Board and corporate governance for Uroplasty, and make recommendations to the Board as appropriate on such matters;
  • receive comments from all Directors and report annually to the Board with an assessment of Board performance as a whole;
  • consider and discuss with counsel changes in law, regulation or practice affecting corporate governance;
  • develop and recommend to the Board, and periodically review and reassess, a set of corporate governance principles applicable to Uroplasty;
  • perform such other duties or responsibilities expressly delegated to the Committee by the Board from time to time.

Meetings of the Nominating and Corporate Governance Committee
The Committee shall meet as often as necessary to carry out its responsibilities, but not less than once each year. At the discretion of the chairperson of the Committee (but at least once each year and at such time as the nominations of Directors at the annual meeting are approved), the members of the Committee shall meet in executive session, without any members of management present.

Additional Authority of the Nominating and Corporate Governance Committee
The Committee shall have the authority to do the following, in its discretion, to the extent it deems appropriate in carrying out its duties under this Charter:

  • delegate any of its responsibilities to a subcommittee or subcommittees
  • retain outside counsel and other advisors

Uroplasty shall provide funding to the Committee adequate to retain such counsel and advisors and fulfill its obligations.

0540018B 12/09

Committee Members
ChairpersonKevin Roche
Committee MemberKenneth Paulus
Committee MemberSven Wehrwein