Corporate Governance and Nominating Committee Charter

(As Amended April 19, 2007)

I. Committee Purpose

The purpose of the Corporate Governance and Nominating Committee (the "Committee") is to (i) identify qualified individuals to become members of the Board of Directors (the "Board") of OSI Pharmaceuticals, Inc. (the "Corporation"); (ii) recommend the director nominees to the Board to be presented for election at each annual meeting of stockholders; (iii) develop, review, evaluate and recommend for approval to the Board corporate governance practices and principles; and (iv) to provide oversight of the corporate governance affairs of the Board and the Corporation.  

II. Committee Membership and Organization

The Committee shall be composed of at least three directors, all of whom shall satisfy the definition of "independent director" under the listing standards of The Nasdaq Stock Market ("Nasdaq") and applicable law.   The Committee members shall be appointed by the Board and may be removed by the Board in its discretion.   The Chairman of the Committee shall be designated by the Board.

III. Meetings

The Committee shall meet as often as its members deem necessary to perform the Committee’s responsibilities.

IV. Committee Authority, Responsibilities and Duties

Nominations

The Committee shall have the following authority and responsibilities:

  • Prior to each annual meeting of stockholders, following a determination by the Board of the number of directors to be elected at such meeting, (i) the Committee shall identify individuals qualified to stand for re-election or to become new members of the Board, consistent with any qualifications, expertise and characteristics which may have been approved by the Board or determined by the Committee from time to time; (ii) the Committee shall evaluate incumbent directors whose terms are expiring at the meeting and consider their qualifications to stand for re-election; and (iii) the Committee shall evaluate nominees for election to the Board submitted by stockholders in accordance with procedures adopted by the Committee, the By-laws of the Corporation, and applicable law.   Once the Committee completes its evaluation of the candidates, the Committee shall submit its recommendations for director nominees to the Board for approval.
  • In the event of a vacancy on the Board, following a determination by the Board that such vacancy shall be filled, the Committee shall identify individuals qualified to fill such vacancy, consistent with any qualifications, expertise and characteristics which may have been approved by the Board or determined by the Committee from time to time.   Once the Committee completes its evaluation of the candidates, the Committee shall submit its recommendation, for the director nominee to fill such vacancy, to the Board for approval.
  • The Committee shall prioritize, contact, interview and evaluate all candidates that it has identified a director nominee for an annual meeting or to fill a vacancy on the Board.
  • Before selecting any nominee for director, the Committee shall review the candidate’s availability and willingness to serve.
  • The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain any search firm to assist in identifying and evaluating director candidates and to retain independent legal counsel and any other advisors.   The Corporation shall provide adequate funding, as determined by the Committee, for payment of compensation for any advisors retained by the Committee.

Corporate Governance

The Committee shall have the following responsibilities and duties:

  • Develop and periodically review corporate governance practices and principles for the Board and the Corporation.  
  • Evaluate the effectiveness of the Board and make recommendations relating to practices, policies and performance of the Board.
  • Periodically review and assess the structure of the Board and committee functions and composition, including recommending committee assignments for directors and Chairs of committees.
  • Review directorships in other public companies by or offered to directors.
  • Review and revise policies for director tenure and retirement.
  • Review, analyze and report to the Board all relationships of the directors with the Corporation that could impair their independence as defined by applicable SEC and Nasdaq rules and regulations in order to assist the Board with its responsibility to make an affirmative determination regarding the independence of directors.
  • Review and consider conflicts of interests regarding Board members and executive officers and approve related person transactions pursuant to the Corporation's Policy and Procedures with respect to Related Person Transactions.  
  • Oversee and coordinate annual self-evaluations of the Board and its committees.
  • Establish and monitor, as appropriate, director orientation and recommend and monitor continuing education programs for members of the Board.

General

  • The Committee shall make regular reports to the Board with respect to its activities and propose any necessary action to the Board.
  • The Committee shall review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board.
  • The Committee shall annually evaluate its own performance and provide a report on such evaluation to the Board.