Charter of the Nominating and Governance Committee of the Board of Directors | RadNet
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As Revised on May 9, 2017

I. PURPOSE AND PRINCIPAL DUTIES

The primary purpose of the Nominating and Governance Committee (the “Committee” or Nominating Committee) of the Board of Directors (Board) of RadNet, Inc. (the Company) is to assist the Board in discharging its responsibilities.  The Committee’s principal duties are to (i) identify, evaluate and recommend to the Board qualified candidates for election or appointment to the Board; (ii) review, evaluate and recommend changes to corporate governance policies of the Company adopted by the Board, including the Company’s policy on insider trading; and (iii) monitor and oversee matters of corporate governance, including evaluation of the Board and its committees, management's performance, and the “independence” of directors.

II. MEMBERSHIP

The Committee shall consist of two or more members of the Board, or such lower number as may be allowed by the listing standards of the NASDAQ Stock Market LLC (NASDAQ) or such other national securities exchange on which the Company’s securities are then listed, as the same may be amended from time to time (the listing standards). Subject to the requirements of the listing standards and the Bylaws of the Company, the members of the Committee shall be appointed by and serve at the discretion of the Board. Committee members may be removed, without cause, by the affirmative vote of the majority of the Board at any time. Any Committee member may resign effective upon giving oral or written notice to the Chairman of the Board, the Corporate Secretary or the Board (unless the notice specifies a later time for the effectiveness of such resignation). Vacancies occurring on the Committee shall be filled by the Board. The Chairman of the Committee also shall be appointed by the Board.

Each member of the Committee must (1) be an “independent director” as defined under the listing standards, (2) be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member, and (3) meet any other requirements imposed by applicable laws, rules, regulations and listing standards, subject to any applicable exemptions and transition provisions.

III. MEETINGS AND PROCEDURES

The Committee shall meet in person or by telephone at least two times annually, or more frequently as determined appropriate by the Committee. The Committee will regularly report to the Board on significant matters related to the Committee’s responsibilities, and as requested by the Board with respect to other matters.  The Committee will maintain written minutes of its meetings and will make such minutes available to the Board.

The Committee will be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

IV. RESPONSIBILITIES AND AUTHORITY

The following are general guidelines establishing the responsibilities and authority of the Committee.  This list is not intended to be exhaustive, and the Committee may modify the list as appropriate, establishing policies and procedures as required or recommended to meet its purpose and carry out its principal functions.

  1. Develop and recommend to the Board criteria to be used in screening and evaluating potential candidates or nominees for election or appointment as directors.

  2. Lead the search for, screen, evaluate and recommend to the Board qualified candidates or nominees for election or appointment as directors, consistent with criteria approved by the Board.

  3. Establish and oversee a policy for considering stockholder nominees for directors, and develop the procedures that must be followed by stockholders in submitting recommendations, pursuant to the Bylaws of the Company. 

  4. Annually present to the Board a list of individuals recommended for nomination for election to the Board at the annual meeting of stockholders, and for appointment to the committees of the Board (including this Committee).

  5. Before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, desire to continue service, conflicts of interest, specialization, relevant technical skills or financial acumen, diversity of viewpoint, industry knowledge and other relevant factors in view of criteria approved by the Board.

  6. Monitor and review any issues regarding the independence of directors or involving potential conflicts of interest, and evaluate any change of status or circumstances with respect to a director and determine the propriety of the director's continued service in light of that change.

  7. Evaluate all nominees for election as directors (including all persons recommended by stockholders to become nominees for election as directors), taking into account (i) all factors the Committee considers appropriate, which may include career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge, and (ii) the following minimum qualifications:

    • Each director nominee must have displayed the highest personal and professional ethics, integrity and values and sound business judgment;

    • Each director must be highly accomplished in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest;

    • Each director must have relevant expertise and experience, and be able to offer advice and guidance to the Chief Executive Officer based on that expertise and experience;

    • Each director must be independent of any particular constituency, be able to represent all of our stockholders and be committed to enhancing long-term stockholder value; and

    • Each director must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of our business.

  8. Periodically review with the Board the requisite skills and characteristics of new Board members as well as the composition of the Board and each of its committees, as needed.

  9. Develop and recommend to the Board, as deemed necessary, corporate governance policies to be adopted and maintained, including a code of business conduct and ethics and an insider trading policy, and review and recommend change to such policies as appropriate.

  10. Establish and review annually with the Board the procedures for stockholders to send communications to the Board. Such procedures shall address the manner in which stockholders may deliver communications to the Board and the identity of the Board member or person to whom stockholders can send communications. If the Committee determines that communications should be sent initially to a person other than a Board member, the Committee shall establish the process for determining which communications will be relayed to a Board member.

  11. The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.

  12. Annually review, evaluate and assess the Committee’s own performance and compliance with this Charter.

  13. Annually review this Charter and periodically revise, as determined appropriate by the Committee.

  14. In performing its responsibilities, the Committee shall have the authority to engage and obtain advice, reports or opinions from independent legal counsel and other advisors, as it determines necessary, to carry out its duties.  The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any legal counsel and other adviser retained by the Committee and will have sole authority to approve related fees and retention terms for any legal counsel and advisors retained by the Committee.  The Company will provide the Committee with appropriate funding, as the Committee determines, for the payment of compensation to any legal counsel and other advisors as it deems appropriate.

  15. Perform any other activities consistent with this Charter, the Company’s Bylaws and governing law, as the Audit Committee or the Board deems necessary or appropriate.

V. CONSISTENCY WITH CERTIFICATE OF INCORPORATION AND BYLAWS

To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of the Certificate of Incorporation or Bylaws of the Company, the Certificate of Incorporation or Bylaws, as appropriate, shall fully control.