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Strategic Operations Committee Charter
Committee Members
ChairpersonFuad El-Hibri
Committee MemberDaniel J. Abdun-Nabi
Committee MemberRonald B. Richard
Committee MemberZsolt Harsanyi, Ph.D.
Committee MemberJerome M. Hauer, Ph.D.
Committee MemberKathryn C. Zoon, Ph.D.


EMERGENT BIOSOLUTIONS INC.
STRATEGIC OPERATIONS COMMITTEE CHARTER



Quicklinks
A. Purpose
B. Structure and Membership
C. Authority and Responsibilities
D. Procedures and Administration



A. Purpose
The purpose of the Strategic Operations Committee of the Board of Directors (the “Board”) of Emergent BioSolutions Inc. (the “Company”) is to assist the Board and management in assessing matters of major strategic interest for the growth and development of the Company’s business.
B. Structure and Membership
1. Composition. The Strategic Operations Committee shall consist of the Chairman of the Board, the Chief Executive Officer (if such individual is a member of the Board), the Chair of the Audit Committee, the Lead Independent Director and at least 1 at-large member of the Board approved in accordance with Section (B)(4) below (the “At-Large Member”).

2. Chair. The Company’s Chairman of the Board shall serve as Chair of the Strategic Operations Committee.

3. Compensation.The compensation of Strategic Operations Committee members shall be as determined by the Board.

4. Selection and Removal. The At-Large Member(s) of the Strategic Operations Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee.  The Board may remove members of the Strategic Operations Committee from such committee, with or without cause.
C. Authority and Responsibilities
General

The Strategic Operations Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management, in accordance with its business judgment.

Strategic Operations Committee Areas of Oversight

1. Strategic Planning . The Strategic Operations Committee shall review, evaluate and, when appropriate, make recommendations to the Board with respect to the Company’s mission and core strategy, the Company strategic plan objectives and success criteria and the Company strategic processes.

2. Mergers and Acquisitions. The Strategic Operations Committee shall review, evaluate and, when appropriate, make recommendations to the Board with respect to major acquisition and disposition opportunities.

3. Financial Planning . The Strategic Operations Committee shall review, evaluate and, when appropriate, make recommendations to the Board with respect to capital structures, the 5-year plan, security issuances and the stock buyback and dividend policy.

4. Corporate Reputation . The Strategic Operations Committee shall review, evaluate and provide advice to management with respect to the Company’s corporate social responsibility activities.

5. Investment Policy. The Strategic Operations Committee shall review, evaluate and approve corporate investment policies.

6. Review and Approve Swaps. The Strategic Operations Committee shall review and approve the Company’s entry into swaps, including transactions in swaps that are subject to mandatory clearing, and shall approve use of the end-user exception from clearing.  The Strategic Operations Committee shall adopt and review annually thereafter a policy relating to the Company’s use of the non-financial end-user exception, and shall report to the Board on the Company’s compliance with and implementation of this policy on at least an annual basis.  The Strategic Operations Committee may delegate responsibility for implementation of the non-financial end-user policy to the Company’s management, as the Strategic Operations Committee deems appropriate.

7. Additional Powers. The Strategic Operations Committee shall have such other duties as may be delegated from time to time by the Board.

D. Procedures and Administration
1. Meetings. The Strategic Operations Committee shall meet as often as it deems necessary in order to perform its responsibilities; provided however that the Strategic Operations Committee shall meet twice per year.  The Strategic Operations Committee may also act by unanimous written consent in lieu of a meeting.  The Strategic Operations Committee shall keep such records of its meetings as it shall deem appropriate.

2. Subcommittees. The Strategic Operations Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances.

3. Reports to Board. The Strategic Operations Committee shall report regularly to the Board.

4. Charter. The Strategic Operations Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

5. Consulting Arrangements. The Strategic Operations Committee shall have the power and authority to engage such consultants as it deems necessary or appropriate to carry out its duties and responsibilities.  Such consultants may be the regular consultants to the Company.  The Strategic Operations Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such consultants as established by the Strategic Operations Committee.

6. Investigations. The Strategic Operations Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Strategic Operations Committee or any advisors engaged by the Strategic Operations Committee.

7. Annual Self-Evaluation. At least annually, the Strategic Operations Committee shall evaluate its own performance.

Approved March 2017. Last updated March 2015.