Purpose of the Committee
The purpose of the Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Bruker Corporation (the “Corporation”) is to assist the Board to identify and recruit individuals qualified to become Board members, consistent with criteria approved by the Board, and to recommend to the Board director nominees for election at the next annual meeting of shareholders, or for election by the Board to fill open seats between annual meetings.
Authority of the Committee
The Corporation’s Board is responsible for selecting nominees and recommending them for election by the Corporation’s stockholders. The Committee is responsible for planning a screening, interviewing and recruitment process to identify qualified and willing candidates for recommendation to the Board. It shall also be the task of the Committee to re-evaluate periodically such policies and guidelines, in consultation with the Chairman of the Board, for the purpose of suggesting amendments to them if appropriate. The Committee may delegate authority to individuals or subcommittees, when appropriate.
If qualified and willing candidates for recommendation to the Board cannot be found from industry or other contacts of the Board members or of the Corporation’s executive management, then the Committee has the authority to retain outside advisors, e.g., search firms, as it deems appropriate, and to approve the fees and expenses of such advisors.
Composition of the Committee
The Committee shall initially consist of three members, but the number of individuals on the Committee may be determined from time to time by resolution of the Board. The Chairman of the Committee shall typically be the Lead Director of the Board, or another Committee member elected by a majority of directors on the Committee. The members of the Committee shall meet the independence requirements contained in the applicable rules and regulations of the NASDAQ Global Select Market (“NASDAQ”) and the Securities and Exchange Commission (the “SEC”), as in effect from time to time, and subject to exemptions and cure periods permitted by such rules. A majority of the members of the Committee shall constitute a quorum thereof. Typically, one of the three members of the Committee shall be the Lead Director of the Board; provided, however, that Committee members may be appointed by the Board from among its members, and may be removed by the Board at any time.
Advisors to the Committee
The Committee shall be assisted in the performance of its duties by at least two additional members of the Board (the “Committee Advisors”), with one Committee Advisor being the Chairman of the Board, and a second Committee Advisor being designated by the Chairman of the Board with the objective to provide input from major shareholders of the Corporation; provided, however, that Committee Advisors may be appointed by the Board from among its members and may be removed by the Board at any time. However, if at any time any member of the Board owns at least ten percent (10%) of the then issued and outstanding common stock of the Corporation, such Board member shall automatically be one of the Committee Advisors. In addition to the specific consultation described herein, the Committee shall consult, as the Committee deems appropriate, with the Committee Advisors on matters relating to director nominee candidates and the screening process.
Meetings of the Committee
The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities, but at least once a year prior to the Board’s nomination of directors for election or reelection, as the case may be, at the Corporation’s annual stockholder meeting. The Committee, in its discretion, may ask members of management or others, including the Committee Advisors or other members of the Board, to attend its meetings (or portions thereof) and to provide pertinent information, as necessary. The Committee shall maintain minutes of its meetings and records relating to those meetings, and provide copies of such minutes to the Board. In addition to meetings scheduled by the Committee, the Chairman of the Board may call a meeting of the Committee with reasonable notice.
Responsibilities of the Committee
It is the responsibility of the Committee to develop and implement the screening, interviewing and recruitment process necessary to identify qualified and willing candidates for membership on the Board, as well as on the Board’s Audit and Compensation Committees, and to recommend candidates for approval by the Board and the shareholders. The Committee shall establish and at all times maintain free and open means of communication between and among the Committee, the Board and the Committee Advisors, including providing such parties with appropriate opportunities to meet with the Committee.
As a part of its screening, interviewing and recruitment process, the Committee shall consider candidates proposed by the Committee, by the Committee Advisors, by any other director, or by any shareholder, in accordance with procedures or informal processes established by the Committee from time to time.
In addition to the foregoing, the following shall be the common activities of the Committee in carrying out its purposes. These activities are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.
- The Committee shall seek and recruit individuals qualified to become board members for recommendation to the Board, whenever there is a need for additional or replacement directors on the Board.
- The Committee shall receive comments from all directors regarding director qualifications, candidates considered for directorship and other matters within the scope of authority of the Committee and shall report its activities to the Board.
- The Committee shall consult regularly with the Committee Advisors on its activities, as appropriate, reviewing matters relating to the screening process, candidates considered for recommendation, qualifications of director candidates and any significant issues or concerns that arise at Committee meetings.
The Committee shall perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Committee or the Board deems reasonably necessary or appropriate.