The function
of the Technology Committee
(the “Committee”) is to
assist the Board of Directors
(the “Board”) by reviewing
and evaluating the Company’s
research and development
programs.
Meetings
The Committee
may meet at such times
during the year as circumstances
require. The Committee
may ask members of management
or others to attend meetings
and provide pertinent
information as necessary.
The presence in person
or by telephone of a majority
of the Committee's members
shall constitute a quorum
for any meeting of the
Committee. All actions
of the Committee will
require the vote of a
majority of its members
present at a meeting of
the Committee at which
a quorum is present.
Statement of Policy
The Committee
shall be comprised of
three or more directors.
At least two members of
the Committee shall, in
the judgment of the Board
of Directors, have relevant
scientific expertise.
The Committee may engage
external consultants.
Unless a Chair is elected
by the full Board, the
members of the Committee
may designate a Chair
by majority vote of the
full Committee membership.
Roles and Responsibilities
The Committee
shall review, evaluate,
and report to the Board
regarding progress and
performance of the Company’s
research and development
programs. The Committee
shall review, evaluate,
and report to the Board
regarding the Company’s
research and development
plans and goals. The Committee
shall identify and discuss
significant emerging science
and technology issues
and trends, including
their impact on any Company
research and development
programs, plans, or policies.
