The purpose of the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Amyris, Inc. (the “Company”) is to ensure that the Board is properly constituted to meet its fiduciary obligations to stockholders and the Company, and to assist the Board with respect to corporate governance matters, including:
• identifying, considering and nominating candidates for membership on the Board;
• developing and recommending corporate governance guidelines and policies for the Company; and
• advising the Board on corporate governance matters and Board performance matters, including recommendations regarding the structure and composition of the Board and Board committees.
This charter (the “Charter”) sets forth the authority and responsibility of the Committee in fulfilling its purpose.
The Committee will consist of two or more members of the Board, with the exact number being determined by the Board. Each member of the Committee will:
• be an “independent director” as defined under the applicable rules, regulations and listing requirements of the principal stock exchange where the Company’s common stock is listed for trading, as amended from time to time (the “Exchange Rules”), except as may otherwise be permitted by the Exchange Rules;
• 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
• meet any other requirements imposed by applicable law, regulations or rules, subject to any applicable exemptions and transition provisions.
All members of the Committee will be appointed by, and will serve at the discretion of, the Board. The Board may appoint a member of the Committee to serve as the chairperson of the Committee (the “Chair”). If the Board does not appoint a Chair, the Committee members may designate a Chair by their majority vote. The Chair will set the agenda for Committee meetings and conduct the proceedings of those meetings.
The principal responsibilities and duties of the Committee in serving the purposes outlined in Section I of this Charter are set forth below. These duties are set forth as a guide, with the understanding that the Committee will carry them out in a manner that is appropriate given the Company’s needs and circumstances. The Committee may supplement them as appropriate and may establish policies and procedures from time to time that it deems necessary or advisable in fulfilling its responsibilities.
The Committee will:
1. Develop and recommend policies regarding the director nomination processes, including:
• any specific minimum qualifications that the Committee believes must be met by a Committee-recommended nominee for a position on the Board and any specific qualities or skills that the Committee believes are necessary for one or more of the Board members to possess; and
• the Committee’s process for identifying and evaluating nominees for director, including nominees recommended by security holders, and any differences in the manner in which the Committee evaluates nominees based on whether the nominee is recommended by a security holder.
2. Periodically review the size of the Board and, as appropriate, make recommendations to the Board.
3. At the request of the Board from time to time review the appropriate skills and characteristics required of Board members in the context of the then-current composition of the Board and make an assessment of the perceived needs of the Board.
4. Identify or consider qualified candidates for Board membership, consistent with criteria approved by the Board.
5. Oversee inquiries into the backgrounds and qualifications of potential candidates for membership on the Board, including annual review of the independence of the non-employee directors and members of the Committee and the Audit Committee, Leadership Development and Compensation Committee and other independent committees of the Board.
6. Consider nominations properly submitted by the Company’s stockholders in accordance with the procedures set forth in the Company’s Bylaws or determined by the Committee from time to time.
7. Recommend to the Board for selection all nominees to become members of the Board by appointment or to be proposed by the Board for election by the stockholders, including recommendation of a slate of director nominees to be proposed by the Board for election at each annual meeting of stockholders and recommendation of all director nominees to be elected by the Board or stockholders to fill interim director vacancies.
8. Consider the desirability of procedures for the retirement or replacement of Board members, and, if the Committee deems appropriate, review and recommend to the Board adoption or amendment of such procedures.
9. Review and discuss the narrative disclosure regarding the director nomination process, including any minimum qualifications and diversity consideration implemented by the
Committee or the Board and the experience, qualifications, attributes and skills that qualify each of the nominees and continuing Board members to serve as members of the Board to be included in any Securities and Exchange Commission (the “Commission”) filing.
Corporate Governance Duties
10. Develop and recommend to the Board a code of business conduct and ethics (“Code of Business Conduct and Ethics”) applicable to the Company, including all of its directors, officers and employees, which addresses, at a minimum, conflicts of interest, corporate opportunities, maintaining the confidentiality of non-public information, competition and fair dealing, protection and proper use of company assets, compliance with applicable laws, rules and regulations, reporting of illegal or unethical behavior, waivers of the Code of Business Conduct and Ethics, and compliance standards and procedures.
11. Consider and approve waivers of the Code of Business Conduct and Ethics requested for executive officers and directors and retain sole authority to grant any waivers for executive officers and directors (other than where the potential waiver involves a member of the Committee, in which event, such waiver shall be subject to the review of the Board or another committee of the Board).
12. Review, and recommend that the Board consider and approve, the Company’s Insider Trading Policy and, at the request of the Board, other legal compliance policies, and any changes thereto. Review with management the Company’s major legal compliance risk exposures and the steps management has taken to monitor or mitigate such exposures, including the Company’s procedures and any related policies with respect to risk assessment and risk management.
13. Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, which address, at a minimum, director qualification standards, duties and responsibilities of directors, identification of key board committees, director access to management, employees and independent advisors, (“Corporate Governance Guidelines”) and, if the Committee deems appropriate, review and recommend to the Board any amendments to the Corporate Governance Guidelines.
14. Review and assess the adequacy of this Charter, the Corporate Governance Guidelines and the Code of Business Conduct and Ethics from time to time, and recommend revisions for approval by the Board.
15. Recommend that the Board establish special committees as may be desirable or necessary from time to time in order to address interested director, ethical, legal or other matters that may arise.
16. Consider the Board’s leadership structure, including the separation of the Chairman and Chief Executive Officer roles and/or appointment of a lead independent director of the Board, either permanently or for specific purposes, and make such recommendations to the Board with respect thereto as the Committee deems appropriate.
17. Review and discuss the narrative disclosure regarding the Board leadership structure and role in risk oversight to be included in any SEC filing.
18. Consider the desirability of, and make recommendations to the Board regarding, establishing formal procedures for stockholder communications with members of the Board.
19. Review and assess the desirability of a formal policy regarding director attendance at annual and special meetings of stockholders, and make such recommendations to the Board with respect thereto as the Committee deems appropriate.
20. Consider the implementation of a continuing education program for all directors, including an orientation program for new directors, and oversee and maintain any such program that is implemented.
21. Oversee the evaluation of the Board from time to time, including considering and developing a process for evaluating its performance, and if deemed advisable, preparing a report to the Board with an assessment of the Board and recommendations for improvements of the Board’s operations.
22. Evaluate the Committee’s performance from time to time, and make recommendations to the Board that the Committee deems appropriate regarding improvements of the Board’s operations, committee member qualifications, committee member appointment and removal, and committee structure and operations (including delegation to subcommittees), and committee reporting to the Board.
23. Make such recommendations to the Board and its committees as the Committee may consider necessary or appropriate and consistent with its purpose, and take such other actions and perform such other services as may be referred to it from time to time by the Board or required under, the rules and regulations of the Securities and Exchange Commission (“Commission Rules”) and the Exchange Rules.
The Committee, in discharging its responsibilities, may conduct or authorize studies of, or investigations into, any matter that the Committee deems appropriate, with full access to all books, records, facilities and personnel of the Company. The Committee has the sole authority and right, at the expense of the Company, to retain legal and other consultants, accountants, experts and advisers of its choice to assist the Committee in connection with its functions, including any studies or investigations. The Committee will have the sole authority to approve the fees and other retention terms of such advisers. In order to carry out its nominating duties, the Committee will have the authority to retain and terminate any search firm to be used to assist it in identifying director candidates, including the authority to approve such firm’s fees and other retention terms. The Company will provide for appropriate funding, as determined by the Committee, for:
• payment of compensation to any search firm, legal and other consultants, accountants, experts and advisers retained by the Committee; and
• ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its functions.
Meetings of the Committee will be held from time to time, as determined appropriate by the Committee. The Chair, in consultation with the other member(s) of the Committee, will set the dates, times and places of such meetings. The Chair or any other member of the Committee may call meetings of the Committee by notice in accordance with the Company’s Bylaws.
The Committee will maintain written minutes of its meetings and copies of its actions by written consent, and will cause such minutes and copies of written consents to be filed with the minutes of the meetings of the Board. The Chair will report to the Board from time to time with respect to the activities of the Committee.
The Committee may from time to time, as it deems appropriate and to the extent permitted under applicable law, the Exchange Rules and the Commission Rules, and the Company’s Certificate of Incorporation and Bylaws, form and delegate authority to subcommittees.
Members of the Committee will receive such fees, if any, for their service as Committee members as may be determined by the Board in accordance with applicable law, the Exchange Rules and the Commission Rules, and may include additional compensation for the Chair.
The Company will make this Charter freely available to stockholders on request and, provided that the Company is subject to the periodic reporting requirements of the Exchange Act, will publish it on the Company’s website.
John Doerr is a Partner at Kleiner Perkins Caufield & Byers, a venture capital firm, since 1980. Mr. Doerr currently serves on the board of directors of Google Inc., as well as on the boards of directors of several private companies. Previously, Mr. Doerr served on the board of directors of Amazon.com, Inc. Mr. Doerr holds Bachelor of Science and Master of Science in Electrical Engineering degrees from Rice University and a Master of Business Administration degree from Harvard University.
Ms. Piwnica is Director of NAXOS UK, a consulting firm advising private equity, since January 2008. Previously, Ms. Piwnica served as a director, from 1996 to July 2006, and Vice-Chairman of Governmental Affairs, from 2000 to 2006, of Tate & Lyle Plc, a European food and agricultural ingredients company. She was a chairman of Amylum Group, a European food ingredient company and affiliate of Tate & Lyle Plc, from 1996 to 2000. From 1992 to 1996, Ms. Piwnica held general management positions and board memberships in various other European food companies, including Cacao Barry and Vital Sogéviandes. Ms. Piwnica was a member of the board of directors of Aviva plc, a British insurance company, from May 2003 to December 2011, a member of the Biotech Advisory Council of Monsanto from May 2006 to October 2009, a member of the board of directors of Dairy Crest from 2007 until 2010, and a member of the board of directors of Toepfer Gmbh from 1996 until 2010. In 2010, she was appointed as a member of the boards of Eutelsat (satellites, France) and Sanofi (pharmaceuticals, France). Ms. Piwnica holds a Law degree from the Université Libre de Bruxelles and a Master of Laws degree from New York University. She has also been a member of the bar association of the state of New York, USA since 1985.