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Nominating Committee
Charter for the Nominating Committee
- PURPOSE OF THE
COMMITTEE
The purposes of the Nominating Committee (the "Committee")
of the Board of Directors (the "Board") of Milestone Scientific
Inc. (the "Company") shall be to recommend to the Board
individuals qualified to serve as directors of the Company and on
committees of the Board.
- COMPOSITION OF THE COMMITTEE
The Committee shall be comprised of two or more directors, each of
whom would qualify as an independent director ("Independent Directors")
under the listing standards of the American Stock Exchange ("AMEX").
The members of the Committee shall be appointed annually to one-year
terms by majority vote of the Board at the first meeting of the Board
following the annual meeting of stockholders, except for the initial
appointment which will take place upon the adoption of this charter.
Vacancies on the Committee shall be filled by majority vote of the
Board at the next meeting of the Board following the occurrence of
the vacancy. No member of the Committee shall be removed except by
majority vote of the Independent Directors then in office.
The Committee shall have the authority to delegate any of its responsibilities
to sub-committees as the Committee may deem appropriate, provided
the subcommittees are composed entirely of independent directors.
The Committee may obtain independent professional advice to assist
it with its functions, with the cost borne by the Company.
- MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee may fix its own rules of procedure, which shall be consistent
with the Bylaws of the Company and this Charter. The Committee shall
meet at least one time annually or more frequently as circumstances
or such rules of procedure as it may adopt require. The Committee
shall keep written minutes of its meetings, which minutes shall be
maintained with the books and records of the Company.
To the extent and in the manner that the Company is legally required
to do by the rules of the Securities and Exchange Commission, this
charter (as then constituted) shall be publicly filed.
DUTIES OF THE COMMITTEE
The Committee shall:
- Identify potential
director nominees and evaluate their suitability to serve on the
Board.
- Recommend to
the Board the director nominees for election by the stockholders
or appointment by the Board, as the case may be, pursuant to the
Bylaws of the Company, which recommendations shall be consistent
with certain criteria including the possession of such knowledge,
experience, skills, expertise and diversity as may enhance the Board's
ability to manage and direct the affairs and business of the Company,
including, when applicable, as may enhance the ability of committees
of the Board to fulfill their duties. The Committee shall also take
into account, as applicable, the satisfaction of any independence
requirements imposed by law, regulation and the AMEX Company Guide.
The Committee may consider candidates proposed by management, but
it is not required to do so.
- the suitability
for continued service as a director of each Board member when his
or her term expires and when he or she has a significant change
in status, including but not limited to an employment change, and
to recommend whether or not the director should be re-nominated.
Notwithstanding the foregoing provisions, if the Company is legally
required by contract or otherwise to provide third parties with the
ability to nominate directors, the selection and nomination of such
directors need not be subject to the procedures established by the Committee
for evaluating the suitability of a potential director.
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