(As amended August 1, 2015)
Bio-Techne Corporation (the “Company” or “Bio-Techne”) is committed to strong, forward-looking corporate governance practices as one means of ensuring the trust and confidence of the Company’s stakeholders. To this end, the Bio-Techne Board of Directors has adopted, as of the effective date, these principles as a statement of the corporate governance policies that the Board will observe in the discharge of its responsibilities.
- Board Responsibilities
- Duties and Responsibilities. The Board shall perform the duties and responsibilities of a Board of Directors as required by law, and the Company’s governing documents, and as suggested by good governance practices.
- Integrity of the Company; Ethical Culture. Among its many responsibilities, the Board views overseeing the integrity of the Company, and the development/maintenance of a corporate culture which is ethical and embodies values of fairness and trust as critically important.
- Board Leadership
- Leadership. The Board recognizes the importance of leadership that effectively assists the Board in the discharge of its responsibilities.
- Board Chair. The Chairman of the Board of the Company may be any director, including the Chief Executive Officer. The Board reserves the right to decide at any time whether it is in the best interests of the Company to separate the positions of Chairman of the Board and Chief Executive Officer.
- Lead Independent Director. If the Board determines that the Chairman then serving is not “independent” as such term is defined herein, the independent directors shall have discretion to elect from among themselves a Lead Independent Director who will preside at executive sessions of the Board.
- Composition; Criteria
- Independent Directors. A majority of the Company’s directors will be independent under criteria for independence established from time to time by the Board in conformity with the rules of any exchange on which the Company’s common stock is traded and good governance practices. The Nominations and Governance Committee shall oversee determinations of director independence and make recommendations to the Board, which shall make a final determination of an individual director’s independence.
- Management Directors. The Board reserves the right to elect or recommend for election one or more members of management when such is believed to be in the best interests of the Company.
- Director Qualifications. Candidates for directors should have certain minimum qualifications, including having an understanding of a director’s role and responsibilities; being able to read and understand basic financial statements; having an awareness and understanding of the Company’s business and industry; having high moral character and mature judgment; having a willingness to abide by the Company’s policies and applicable rules and regulations; being able to devote significant time and energy toward fulfilling the Board’s responsibilities; and being able to work collegially with others. In addition, in evaluating directors and director nominees, the following factors, among others, will be considered: the appropriate size and diversity of the Board; the particular talents and experience of the directors or director nominees relative to the needs of the Board; familiarity with domestic and international business and legal matters, particularly for a publicly-traded company; and the standing and reputation of a director or director nominee in the professional and social communities in which such person operates. These qualifications may be modified from time to time.
- Board Committees
- Board Committees. The Board shall have a Nominations and Governance Committee, Audit Committee and Executive Compensation Committee, and such other committees as the Board shall from time to time determine.
- Committee Composition. Each of the Nominations and Governance and Executive Compensation Committees shall have no fewer than two members. The Audit Committee shall have no fewer than three members. Each of the Nominations and Governance, Audit and Executive Compensation Committees shall be comprised solely of independent directors.
- Committee Appointments. Committee members and the Chairs of each Committee will be appointed by the Board, upon the recommendation of the Nominations and Governance Committee. Committee members serve at the will of the Board.
- Committee Charters. Each Committee will have its own charter, which will set forth the responsibilities of the Committee.
- Committee Minutes. Committees shall keep minutes of their meetings and actions. Absent special circumstances, Committee minutes shall be made available to all directors following Committee meetings or Committee action.
- Committee Evaluation. In cooperation with the Nominations and Governance Committee, each Committee will periodically evaluate its performance.
- Board and Committee Advisors
- Authority to Engage Advisors. The Board and each Committee shall have the authority to hire, at the Company’s expense, independent legal, financial or other advisors as the Board or Committee may deem appropriate to assist with the performance of Board and Committee responsibilities.
- Selection and Orientation of New Directors
- Assessing Board Needs; Recommending Qualified Candidates. The Nominations and Governance Committee shall be responsible for periodically assessing the needs of the Board of Directors to accomplish its oversight responsibilities and recommending to the Board qualified candidates for election by the stockholders or by the Board (in the case of filling vacancies or increasing the Board size between stockholders’ meetings). In making its recommendations regarding director candidates, the Nominations and Governance Committee will consider candidates proposed by the directors, stockholders and other sources as appropriate. The Board shall have responsibility for approving the Nominations and Governance Committee’s director nominee recommendations.
- Orientation. The Company shall, from time to time as it deems appropriate, conduct an orientation process for new directors that includes providing background material, meetings with senior management and visits to Company facilities. All newly elected or recently appointed directors are encouraged to participate in the orientation process. This orientation should seek to familiarize new directors with the Company’s strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its code of ethics and business conduct, its principal officers, and its internal and independent auditors and legal counsel. All continuing directors are also invited to participate in any orientation process.
- Extending Invitations to Prospective Directors. The Lead Independent Director, Board Chair, if the Board Chair is independent, or the Chair of the Nominations and Governance Committee shall extend invitations to prospective directors to join the Board.
- Director Service; Terms; Resignation; Retirement; Evaluation
- No Pre-determined Term Limits. The Board does not believe that it should limit the number of terms for which an individual may serve as a director, due to the insight and experience provided by Board members who have served for an extended period of time. In lieu of pre-determined term limits, the Board, or the Governance Committee upon the Board’s request, evaluates and reviews the appropriateness of each existing Board member’s continued service annually in connection with its recommendation to re-nominate such members and from time to time as appropriate.
- Retirement Age. Board members shall not be nominated to the Board if they are or will be 75 years old before the next annual meeting, unless the Board deems a waiver of this policy, for a term not to exceed one year, is in the best interests of the Company. This policy shall not apply to any Director serving on the Board as of August 1, 2013 who would otherwise be in violation of the policy as of that date. The policy does not mean that the Board believes directors should expect to be re-nominated annually until they reach the age of 75.
- Submission of Director Resignation.
- Directors shall submit their resignations to the Board upon the commission by such director of any act, or the occurrence of any circumstance involving a director, which the remaining members of the Board determine has adversely affected the Company’s reputation.
- If a nominee for director who is an incumbent director is not elected at a meeting of shareholders and no successor to the incumbent director is elected at such meeting of shareholders, the incumbent director shall promptly offer to tender his or her resignation to the Board. The Nominations and Governance Committee shall make a recommendation to the Board on whether to accept or reject the offer, or whether other action should be taken. The Board shall act on whether to accept the director’s offer, taking into account the Nominations and Governance Committee’s recommendation, and publicly disclose (by press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication as determined by the Board) its decision and the rationale behind it within 90 days after the date of the certification of the election results. The Nominations and Governance Committee, in making its recommendation, and the Board, in making its decision, may each consider any factors or other recommendations that it considers relevant and appropriate. The incumbent director who offers to tender his or her resignation shall not participate in the Board’s decision with respect to that director. If such incumbent director’s offer to tender his or her resignation is not accepted by the Board, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier death, resignation, retirement, disqualification or removal.
- Service on Other Boards. Independent directors are encouraged to limit the number of other boards (excluding non-profit) on which they serve, taking into account meeting attendance, participation and effectiveness on these boards. Management personnel, including the Chief Executive Officer and President, shall not serve on more than one additional for-profit board without the approval of the Board. Directors should advise the Board Chair and Chair of the Nominations and Governance Committee in advance of accepting an invitation to serve on another Board in order that the Committee may consider issues such as conflicts of interest, indemnification and director insurance. No non-independent director or executive officer shall serve as a director of a company where an independent director is an executive officer.
- Board Evaluations. Periodically, the Nominations and Governance Committee of the Board shall conduct an evaluation of the Board’s performance of its responsibilities and shall report to the Board respecting its conclusions and recommendations.
- Board Meetings
- Number of Meetings. The Board shall meet no fewer than four times per year and may conduct periodic update calls as often as the Board determines is appropriate.
- Agenda for Meetings. The Chair, in consultation with the directors, shall establish the agenda for each meeting, and the length of meetings. Annually, to the extent possible, the Board may establish a schedule of agenda subjects to be discussed during the year. In the event that the Board has appointed a Lead Independent Director, the Lead Independent Director shall collaborate with the Chair in establishing the agenda for each meeting.
- Attendance at Meetings. All directors are expected to attend Board meetings, absent unavoidable personal or business conflicts. The Board shall determine, in its sole discretion, whether persons who are not directors may attend Board meetings. It is anticipated that selected members of management will attend Board meetings as described elsewhere in these Principles.
- Presiding Person. The Chair of the Board, and in the Chair’s absence, the Lead Independent Director if one has been appointed, otherwise, an independent director chosen by the Board, shall preside at Board meetings and executive sessions of the Board. In the event the Chair is not an independent Board member, the Lead Independent Director if one has been appointed and if not, the Chair of the Nominations and Governance Committee, shall preside at executive sessions of the Board.
- Advance Distribution of Materials. Information and materials that are important to the Board’s understanding and discussion of meeting agenda items will be distributed to Board members at least one week prior to the Board meeting to the extent possible.
- Document Retention. To the extent a director maintains meeting notes, directors are encouraged to maintain any such notes separately from the written Board materials. All written notes of a director, whether a part of written Board materials or separate therefrom, should be destroyed at least annually. Directors are encouraged to return written Board materials to the Company at the adjournment of the Board meeting to which such materials relate.
- Executive Sessions. To facilitate free and open communication among independent directors, an executive session of independent directors only shall be conducted at least twice annually.
- Board Minutes. The Board will keep minutes of its meetings and actions. Board minutes shall be made available to all directors following Board meetings or action.
- Strategic Plan Review. The Board shall review Bio-Techne’s long-term strategic plans and the principal issues that it expects Bio-Techne will face in the future during at least one Board meeting each year.
- Confidentiality. To promote full, open and candid discussion and debate in Board meetings, the Board considers its deliberations to be confidential, and expects all participants in Board meetings to observe that confidentiality.
- Board Relationships With Management; Others
- Director Access to Management. In the conduct of its oversight functions, Board members shall have access to selected members of management or employees or advisors who have responsibility for the financial matters, risk management, internal audit, ethical and legal compliance, human resources and such other areas as the Board and its Committees may identify. In initiating contact with management members not already known to a director, a director may consult with the Chief Executive Officer to facilitate an introduction or access. The Board shall make known to management and employees the Board’s policy of open access to alleviate any management concerns about a director’s authority in this regard.
- Management Attendance at Board Meetings. The Board encourages participation in Board and Committee meetings by management members who will provide reports or insights respecting meeting agenda items, and those members of management who by reason of responsibilities or succession the Chief Executive Officer believe should have exposure to the directors. The regular attendance at Board meetings of any management member, other than the corporate secretary and principal accounting officer, who is not a director shall be agreed upon by the Board.
- Leadership Development
- Management Succession and Development. Periodically, the Board shall review management development and the long-term and emergency management succession plans.
- Board Education. Each director is expected to take such action, which may include participation in continuing educational programs, as necessary to maintain the level of expertise required to perform his or her responsibilities as a director. The Company shall reimburse Board members for reasonable expenses relating to ongoing director education; provided, however, that directors must obtain pre-approval for such expenses from the Chair of the Nominations and Governance Committee and notify management of the anticipated expenses when such pre-approval is obtained.
- Ethics and Conflicts of Interest
- Ethical Conduct. The Board expects the Company’s directors, officers and employees to act ethically at all times, and to comply with the Company’s various policies.
- Conflicts of Interest. No director, officer or employee of the Company shall waive compliance with the Company’s conflicts of interest and ethical conduct policies without the prior approval of the Board of Directors. Related party transactions should be reviewed by the Audit Committee pursuant to its charter.
- Review of Principles of Corporate Governance
- The Nominations and Governance Committee shall review the Principles of Corporate Governance periodically, and recommend any changes to the Board, as conditions dictate. The Board may amend the Principles of Corporate Governance, or grant waivers in exceptional circumstances, provided that any such amendment or waiver may not be a violation of any applicable law, rule or regulation.
- Communications With Public and Various Constituents
- Roles of the Chief Executive Officer, President and Board Chair. Under ordinary circumstances the Chief Executive Officer, President and such other members of management as appropriate, speak for the Company, and the Chair or Lead Independent Director speaks for the Board. Directors may from time to time interact with various constituents of the Company with the knowledge of management and the Chair or Lead Independent Director. All media inquiries shall be referred to the Chief Executive Officer, President, Chair or Lead Independent Director, as appropriate.
- Director Attendance at Stockholders’ Meetings. The Board policy is that, subject to unavoidable personal or business conflicts, directors shall attend stockholders’ meetings.
(As amended July 29, 2015)
TThe Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Bio-Techne Corporation (the “Company”).
The purpose of the Committee is to provide assistance to the Board in fulfilling the Board’s oversight responsibility to the Company’s shareholders and other constituents with respect to the quality of the accounting and financial reporting processes of the Company, the audits of the financial statements of the Company and the Board’s monitoring of the quality and integrity of the financial statements of the Company, the appointment, compensation and oversight of the Company’s independent registered public accounting firm (including the independent auditors’ qualifications and independence and the performance of the independent auditors), and the Company’s internal controls and disclosure procedures.
The members of the Committee shall be appointed by the Board and shall serve at the discretion of the Board. The Committee shall be composed of:
- Three or more directors who are "independent" as applicable law and regulations of the Securities Exchange Commission (the "SEC") and The Nasdaq Stock Market (“Nasdaq”) define such term, who are free of any relationship that, in the opinion of the Board of Directors, would interfere with their exercise of independent judgment, and who have not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years.
- Members who, through prior education and experience, are financially sophisticated, able to read and understand financial statements and familiar with financial oversight responsibilities.
- At least one member who is considered to be an "audit committee financial expert" as applicable law and regulations of the SEC and Nasdaq define such term.
The Chair of the Committee shall be selected by the Board or, if not selected by the Board, by the majority of the members of the Committee. The Chair of the Committee shall preside over the Committee meetings and shall report the Committee’s activities to the full Board.
The Committee shall meet as often as it deems appropriate, but not fewer than four times per year, to perform its duties and responsibilities under this charter. The Committee is governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee will maintain written minutes of its meetings. Such minutes shall be provided to the Board. The Chair will report to the Board at least quarterly, or whenever so requested by the Board.
- Duties and Responsibilities
The Committee shall:
- Discuss with management and the independent auditors the Company’s quarterly earnings releases, each Quarterly Report on Form 10-Q, Annual Report on Form 10-K, and particularly the financial statements to be included therein and the disclosures made in the management’s discussion and analysis section, and each related earnings press release.
- Select, dismiss, determine compensation for, retain and oversee the independent registered public accounting firm that audits the financial statements of the Company or performs other audit review or attestation services for the Company.
- Pre-approve all audit services and non-audit services to be performed by the Company's independent accounting firm, provided that (1) the Committee may delegate to one of more of its members the authority to grant pre-approvals subject to such pre-approvals being reported to and reviewed by the full Committee at its next meeting, and (2) pre-approval shall not be required for non-audit services if the aggregate amount of all such non-audit services constitutes not more than 5% of the total amount paid by the Company to its independent accounting firm during the fiscal year in which such non-audit services are provided, such services were not recognized by the Company at the time of engagement to be non-audit services, and such services are promptly brought to the attention of the Committee and approved by the Committee prior to completion of the audit.
- Evaluate periodically the independent auditor's qualifications, performance, and independence, including that of the lead partner, partner rotation, and practices regarding hiring former employees of the independent auditors in accordance with applicable regulations.
- Receive and review periodically a report from the independent auditors describing the independent auditor's internal quality-control procedures and any material issues raised by the most recent internal quality-control review, Public Company Accounting Oversight Board review, or peer review, of the firm, or any inquiry or investigation by governmental or professional authorities within the preceding five years with respect to independent audits carried out by the firm, and any steps taken to deal with any such issues.
- Meet with the independent accounting firm and financial management of the Company to determine the scope of the proposed audit for the current year and the audit procedures to be utilized, resolve any disputes between the auditors and management regarding financial reporting, and, at its conclusion, review such audit, including any comments, recommendations or required communications of the independent accounting firm.
- Receive from the independent accounting firm reports concerning, and take appropriate action as to: 1) all critical accounting policies and practices to be used in their audit; 2) all alternative treatments of financial information that have been discussed with management, ramifications of the use of such alternatives, and the treatment preferred by the independent accounting firm; and 3) other communications between the independent accounting firm and management, including any management letter or schedule of unadjusted differences.
- Review with the independent accounting firm and the Company's financial and accounting personnel the adequacy and effectiveness of the accounting and financial controls of the Company, particularly those designed to expose illegal payments, transactions or procedures, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable.
- Provide sufficient opportunity for the independent accounting firm to meet with the members of the Audit Committee without members of management present at which time the matters discussed would include, but not be limited to, the firm's evaluation of the Company's financial, accounting, and auditing personnel, and the cooperation that the firm received during the course of the audit.
- Oversee the independence of the independent accounting firm through appropriate means including obtaining a written statement delineating all relationships between the firm and the Company and determining whether and to what extent the objectivity and independence of the accounting firm may be impacted by all relationships and services.
- Discuss with the independent accounting firm's qualitative judgments about the appropriateness, not just the acceptability, of accounting principles and financial disclosure practices used or proposed to be adopted by the Company, particularly about the degree of aggressiveness or conservatism of the Company's accounting principles and underlying estimates.
- Review and approve all related-party transactions to which the Company may be a party prior to their implementation to assess whether such transactions meet applicable legal requirements and are appropriately disclosed.
- Review periodically the Code of Ethics and Business Conduct as it relates to and impacts the Company’s financial reporting process and internal control system, and management’s enforcement of such matters.
- Establish and maintain procedures for receiving and responding to complaints received by the Company regarding accounting, internal accounting controls and auditing, including a procedure to allow employees to submit concerns on a confidential, anonymous basis.
- Establish and review adherence to the Company's cash management and investment policies.
- Reviews and approves renewal of the Company’s directors and officers insurance policy annually or as needed.
- Provide the report for the Company's annual proxy statement required by regulations of the SEC respecting activities of the Committee and state whether the Committee recommends inclusion of the Company's audited financial statements in the annual report to be filed with Commission.
- Review and reassess the adequacy of this Charter annually and obtain the approval of the Board for any proposed changes to the Charter.
The Committee shall have the resources and authority appropriate to obtain advice, reports, or opinions from internal or external counsel and expert advisors, as it deems appropriate, without seeking approval of the Board or management. Management of the Company shall cooperate with the Committee and render to the Committee such assistance as it shall request for the purpose of carrying out its functions, including providing full access to all books, records, facilities, and personnel of the Company. To the extent permissible under applicable laws and regulations, the Committee may delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more members of the Committee or a subcommittee as the Committee may deem appropriate, provided that each member of any such subcommittee is composed entirely of independent directors.
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, or to determine that the audited financial statements are complete, accurate and in accordance with generally accepted accounting principles. Such responsibilities, and the fundamental responsibility for the Company’s financial statements and internal accounting controls, rests with management and the independent auditors. The independent auditors shall report directly to the Committee, and the Committee shall have a clear understanding with management and the independent auditors that the independent auditors are ultimately accountable to the Committee.
This charter was adopted by the Board of Directors effective July 29, 2015.
(As amended July 29, 2015)
The Executive Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Bio-Techne Corporation (the “Company”).
The purpose of the Committee is to provide oversight with respect to the Company’s philosophies, policies and plans of compensation (including incentive plans, equity plans, benefits and perquisites), risk management practices as they relate to executive and employee compensation, and public disclosure regarding the Company’s compensatory arrangements.
The members of the Committee shall be appointed by the Board and shall serve at the discretion of the Board. The Committee shall be composed of three or more directors who are independent as defined by applicable Securities and Exchange Commission (the “SEC”) and NASDAQ Stock Market rules, non-employee directors as defined by Securities Exchange Act Rule 16b-3 and outside directors as defined by Internal Revenue Code Section 162(m). The Chair of the Committee shall be selected by the Board or, if not selected by the Board, by the majority of the members of the Committee.
The Chair of the Committee shall preside over the Committee meetings and shall report the Committee’s activities to the full Board.
The Committee shall meet as often as it deems appropriate to perform its duties and responsibilities under this charter. The Committee will maintain written minutes of its meetings. Such minutes will be provided to the Board, and filed with the minutes of the meetings of the Board. The Committee is governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements as applicable to the Board. The Chair will report to the Board periodically, or whenever so requested by the Board.
- Duties and Responsibilities
- The Committee shall periodically review with management the Company’s compensation philosophy, taking into consideration enhancement of shareholder value from a short, intermediate and long-term perspective, fair and equitable compensation of employees, and the Company’s need to attract, retain and motivate highly qualified personnel.
- In coordination with the Chief Executive Officer of the Company (the “CEO”), the Committee shall establish performance goals for executive officers other than the CEO, determine the annual base compensation of such executive officers, evaluate the performance of such executive officers, approve equity grants to such executive officers based on performance and the Company’s compensation philosophy and approve all written and oral compensatory arrangements (including but not limited to offer letters, employment agreements, annual incentive arrangements, severance arrangements and change of control arrangements). Acting independently and outside of the presence of the CEO, the Committee shall perform the same functions with regard to the CEO. Voting and deliberations on the compensation of the CEO and other executive officers shall occur outside the presence of such officers.
- With assistance from the executive officers of the Company or their designees, the Committee shall periodically review the effectiveness of the Company’s human resources policies, strategies and programs, including benefits plans and overall employee compensation levels.
- At least annually, the Committee shall review and discuss (i) the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking; (ii) the relationship between risk management policies and practices and compensation; and (iii) evaluate compensation policies and practices that could mitigate any such risk.
- If required by applicable rules and regulations, or deemed appropriate in the Committee’s discretion, the Committee shall adopt and periodically review a claw-back policy with respect to the incentive compensation of the CEO, other executive officers and directors and shall provide oversight with respect to claw-back provisions in written compensation policies, plans and agreements.
- The Committee shall recommend to the Board director compensation policies and practices and shall administer such policies and practices.
- The Committee shall review and discuss with management the Compensation Committee Report, the Company’s Compensation Discussion and Analysis (“CD&A”), and any related executive compensation information required by the SEC, and recommend that the CD&A and related executive compensation information be included in the Company’s annual report on Form 10-K and/or proxy statement.
- The Committee shall recommend to the Board the frequency of the required advisory shareholder vote regarding the compensation of the CEO and executive officers.
- The Committee shall actively participate in the recruitment, consideration of and employment of prospective executive officers of the Company. The Committee shall make recommendations to the Board of Directors respecting the election of executive officers of the Company.
- The Committee shall make recommendations to the Board of Directors regarding the adoption or amendment of the Company’s omnibus incentive compensation plans and equity-based plans, administer such plans, and when required or deemed appropriate in the Committee’s discretion, recommend such plans for approval by the Company’s shareholders and oversee the registration of equity offered pursuant to such plans. The Committee shall have the authority to grant incentive and equity awards and to determine all terms and conditions of such awards. The Committee will establish, evaluate and monitor compliance with stock ownership requirements or guidelines, if required or deemed appropriate in the Committee’s discretion.
- The Committee shall review and reassess the adequacy of this Charter annually and obtain the approval of the Board for any proposed changes to the Charter.
When acting within the scope of the powers and responsibilities delegated to it by the Board of Directors, the Committee shall have and may exercise all the powers and authority of the Board of Directors. The Committee shall have authority to take all action appropriate to the performance of its duties, including the following:
- When necessary or appropriate in the Committee’s discretion, the Committee shall have the sole discretion to select, retain, set the compensation, obtain the advice of or terminate a compensation consultant, independent legal counsel or other advisor and shall directly oversee such advisors. The Company shall provide appropriate funding for the reasonable compensation to such advisors and shall also provide funding for ordinary administrative expenses incurred by the Committee.
- In selecting or seeking advice from compensation consultants, outside legal counsel and other advisors, the Committee will consider the independence factors specified by NASDAQ and other applicable rules, including:
- The provision of other services to the Company by the person that employs the compensation consultant, outside legal counsel, or other advisor;
- The amount of fees received from the Company by the person that employs the compensation consultant, outside legal counsel, or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, outside legal counsel or other adviser;
- The policies and procedures of the person that employs the compensation consultant, outside legal counsel or other adviser that are designed to prevent conflicts of interest;
- Any business or personal relationship of the compensation consultant, outside legal counsel or other adviser with a member of the Committee;
- Any stock of the Company owned by the compensation consultant, outside legal counsel or other adviser; and
- Any business or personal relationship of the compensation consultant, outside legal counsel or other adviser or the person employing the adviser with an executive officer of the Company.
- The Committee may retain, or receive advice from any compensation advisor they prefer, including ones that are not independent, after considering all factors relevant to such person’s independence from management; provided, however, that the Committee will oversee disclosure regarding any conflict of interest found to exist with respect to a compensation consultant.
- Notwithstanding the foregoing, the Committee is not required to assess or disclose the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice.
- The Committee shall be entitled to request and rely upon information provided by the Company’s executive officers regarding the Company’s business operations and financial information relevant to the functions of the Committee.
- To the extent permissible under applicable laws and regulations, the Committee may delegate any of its responsibilities to one or more members of the Committee.
This charter was adopted by the Board of Directors effective July 29, 2015.
(As amended July 29, 2015)
The Nominations and Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Bio-Techne Corporation (the “Company”).
The purpose of the Committee is to:
- Consider and report periodically to the Board on matters relating to the identification, selection and qualification of Board members and candidates; and
- Advise and make recommendations to the Board with respect to corporate governance matters.
The members of the Committee shall be appointed by the Board and shall serve at the discretion of the Board. The Committee will be composed of not less than two Board members. Each member of the Committee shall be an "independent director" in accordance with applicable laws, including the rules and regulations of the Securities and Exchange Commission and the rules of the Nasdaq Stock Market. The Chair of the Committee shall be appointed by the Board.
The Committee shall meet as often as it deems appropriate to perform its duties and responsibilities under this charter. The Committee is governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee will maintain written minutes of its meetings. Such minutes shall be provided to the Board. The Chair will report to the Board at least once per year, or whenever so requested by the Board.
- Duties and Responsibilities
The Committee shall:
- Develop and recommend to the Board policies and processes designed to provide for effective and efficient governance, including but not limited to: policies for evaluation of the Board and the chairperson; election and reelection of Board members; and succession planning for the Board chairperson and other Board leaders.
- Periodically review the composition of the Board, taking into consideration the desire for a broad range of of skills and characteristics and with focus on the governance and business needs and requirements of the Company. Report to the Board regarding suggested changes in Board composition, which will guide the Committee in the selection, recruitment and recommendation of directors.
- Identify and screen individuals the Committee believes to be qualified to become Board members, and make recommendations to the Board director nominees to stand for election at the annual meeting or, if applicable, at a special meeting of shareholders. In the case of a vacancy in the office of a director, the Committee shall recommend to the Board a nominee to fill such vacancy. The Committee shall evaluate the performance of the Board, as well as termination of membership of Board members in accordance with corporate policy, for cause or other appropriate reasons.
- Evaluate the performance of Board members eligible for reelection, addressing performance issues as needed, and recommending to the Board the reelection of Board members who are performing effectively and continue to provide a competency needed on the Board.
- Review the independence of Board members and making an affirmative determination that each independent director has no relationship with the Company that would impair such director’s independence.
- Review and discuss with management the disclosure regarding the operations of the Committee and director independence, and recommending that this disclosure be included in the Company’s proxy statement or annual report on Form 10-K. Develop, review and revise as appropriate, for adoption by the Board, the Principles of Corporate Governance by which the Company and the Board shall be governed.
- Adopt procedures for having shareholders of the Company submit candidates for the Board, considering any director candidates recommended by the shareholders pursuant to such procedures, and making recommendations to the Board regarding the selection and approval of nominees for director to be submitted to a shareholder vote at the shareholder meeting.
- Oversee organization, membership and evaluation of Board committees, and recommend to the Board membership in committees.
- Develop, review and revise as appropriate, for adoption by the Board, the codes of ethical conduct and legal compliance by which the Company and its directors, officers, employees and agents will be governed.
- Review this charter on a periodic basis and make recommendations to the Board regarding any proposed changes.
- Review annually its own performance against responsibilities outlined in this Charter and as otherwise established by the Board.
The Committee shall have the resources and authority appropriate to obtain advice, reports, or opinions from internal or external counsel and expert advisors, as it deems appropriate, without seeking approval of the Board or management. Management of the Company shall cooperate with the Committee and render to the Committee such assistance as it shall request for the purpose of carrying out its functions. To the extent permissible under applicable laws and regulations, the Committee may delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more members of the Committee or a subcommittee as the Committee may deem appropriate, provided that each member of any such subcommittee is composed entirely of independent directors.
This charter was adopted by the Board of Directors effective July 29, 2015.