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Corporate Governance Matters |
Exchange, in that no member of the Corporate Governance and Nominating Committee has received any payments, other than compensation for Board services, from the Company. The Corporate Governance
and Nominating Committee operates pursuant to a Charter that was last amended and restated by the Board of Directors in December 2021. A copy of the amended and restated charter is available on the Companys website in the corporate governance
tab of the investor relations section (at http://www.conmed.com/en/about-us/investors/investor-relations).
The Corporate Governance and Nominating Committee is committed to recommending candidates who create and maintain a Board of Directors with diversity of
expertise, experience, professional background, race, and gender. The Committee has developed and maintains a set of desirable skills and expertise, reviewed and updated annually, for potential candidates for Board service. Factors considered for
potential candidates include business judgment, diversity, reputation, experience in leadership roles in businesses and other organizations of comparable size and complexity, understanding of finance and financial reporting processes, corporate
governance and oversight experience, the ability to dedicate significant time for service on a Board of Directors, the interplay of a candidates experience with the experience of other Board members, and the extent to which the candidate would
be a desirable addition to the Board and any committees of the Board. The Corporate Governance and Nominating Committee also considers the skills and expertise required to satisfy the listing requirements of the New York Stock Exchange, on which the
Companys stock is traded.
During 2021, there were no vacancies on the Board of Directors, and therefore, the Committee made no
recommendations or nominations for new directors. In 2022 the Board of Directors will be comprised of 9 Directors, following Mr. Tryniskis reaching 15 years of service and not seeking reelection and the Committee opting to reduce the size
of the Board at this time. During 2021, the Committee rotated the chair of the Audit Committee, consistent with its policy of rotating committee chairs every five years, and also changed the membership of the Audit Committee to further enhance its
oversight of cyber-security.
The Committee may consider candidates proposed by management, but is not required to do so. As previously disclosed,
the Corporate Governance and Nominating Committee will consider any nominees submitted to the Company by stockholders wishing to propose nominees for election as directors at the 2023 Annual Meeting, provided that the stockholders proposing any such
nominees have adhered to specified advance notice procedures contained in the Companys by-laws, a copy of which is available on request to the General Counsel of the Company, CONMED Corporation, 11311
Concept Blvd, Largo, FL 33773 (Telephone (727) 392-6464).
Submitted by the Corporate Governance and
Nominating Committee,
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David Bronson (Chair) |
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LaVerne Council |
Martha Goldberg Aronson |
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Communications with the Board of Directors
Stockholders and other interested parties who
wish to communicate with the Board of Directors as a group or an individual director may do so by sending correspondence to the attention of the General Counsel of the Company at 11311 Concept Blvd, Largo, FL 33773 with a cover letter specifying the
intended recipient. At this time, no communications received by the Company in this manner will be screened, although this could change without prior notice. As set forth in the Companys Corporate Governance Principles, the Companys
policy is that directors will participate in the Annual Meeting of Stockholders, absent exceptional circumstances. All directors participated in the 2021 Annual Meeting of Stockholders (the 2021 Annual Meeting) through the on-line platform.
Ethics Disclosure
The Company has adopted an ethics program which
applies to all employees, including senior financial officers and the principal executive officer. The ethics program is available on the Companys website in the corporate governance tab of the investor relations section (http://www.conmed.com/en/about-us/investors/investor-relations), as well as the Ethics and Compliance pages of the About Us section of the website (http://www.conmed.com/en/aboutus), and is administered
by the Companys General Counsel and the Companys Compliance Director. The Program codifies standards reasonably necessary to deter wrongdoing and to promote honest and ethical conduct, avoidance of conflicts of interest, full, fair,
accurate, timely and understandable disclosure, compliance with laws, prompt internal reporting of code violations and accountability for adherence to the code and permits anonymous reporting by employees to an independent third party, which
forwards reports if and when it receives any anonymous reports. No waivers under the Ethics Program have been granted.
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2022 Proxy Statement |