of
ALZAMEND NEURO, INC.
A Delaware Corporation
Effective November 2, 2018

I. MISSION

The Nomination and Governance Committee (the “Committee”) is responsible for identifying individuals qualified to become directors and recommending to the Board of Directors (the “Board”) of Alzamend Neuro, Inc. (the “Company”) nominees for the next annual meeting of stockholders. The Committee leads the Board in its annual review of the Board’s performance and recommends to the Board director candidates for each committee for appointment by the Board. The Committee takes a leadership role in shaping corporate governance policies and practices, including recommending to the Board the corporate governance guidelines applicable to the Company and monitoring Company compliance with policies and guidelines.

II. MEMBERSHIP

a) The Committee will be composed entirely of directors who satisfy the definition of “independent” under the listing standards of NYSE. The Committee members shall be appointed by the Board and may be removed by the Board, at its discretion.

b) The Committee will consist of at least three (3) members. The members of the Committee will be appointed by and serve at the discretion of the Board.

c) The members shall be appointed annually by the Board after the annual meeting of the stockholders of the Company or by Board upon any vacancy during the current year.

d) The Committee shall name one of the directors as chair of the Committee. If the chair is absent from a meeting, the members of the Committee present shall choose a member among them to act as chair of the meeting.

III. DUTIES AND RESPONSIBILITIES

The Committee shall have the following duties and responsibilities:

a) Review and assess the adequacy of the Company’s policies and practices in corporate governance, including the corporate governance guidelines of the Company, and recommend any proposed changes to the Board for approval.

b) Review and assess the adequacy of the Company’s Code of Ethics for selected executives and other internal policies and guidelines and monitor that the principles described therein are being incorporated into the Company’s culture and business practices.

c) Review the appropriateness of the size of the Board relative to its various responsibilities. Review the overall composition of the Board, taking into consideration such factors as business experience and specific areas of expertise of each Board member, and make recommendations to the Board as necessary.

d) Recommend to the Board the number, identity, and responsibilities of Board committees, and the Chair and members of each committee. This shall include advising the Board on committee appointments and removal from committees or from the board, rotation of committee members, and Chairs and committee structure and operations.

e) Consider criteria for identifying and selecting individuals who may be nominated for election to the Board, which shall reflect at a minimum all applicable laws, rules, regulations, and listing standards, including a potential candidate’s experience, areas of expertise and other factors relative to the overall composition of the Board.

f) Identify to the Board the proposed slate of nominees for election at the Company’s annual meeting of stockholders.

g) As the need arises, to fill vacancies, actively seek individuals qualified to become Board members for recommendation to the Board.

h) Consider unsolicited nominations for Board membership in accordance with guidelines developed by the Committee.

i) Conduct an annual review of the Committee’s performance, periodically assess the adequacy of its charter, and recommend changes to the board as needed.

j) Regularly report to the Board on the Committee’s activities.

k) Obtain advice and assistance, as needed, from internal or external legal, accounting, search firms, or other advisors, including the retention, termination, and negotiation of terms and conditions of the assignment.

IV. QUORUM

a) A quorum is obtained by the presence at the meeting of a majority of the members of the committee.

b) There must be a quorum for the entire duration of the meeting to enable to the Committee members to validly deliberate and make a decision. However, where a member is temporarily absent from a Committee meeting, the member is deemed to be present for purposes of establishing a quorum.

V. MEETINGS

a) Meetings of the Committee shall be held at the call of the chair as necessary to enable it to fulfill its responsibilities. Meetings may be called by the Committee chair or Chairman of Board.

b) The notice of meeting for each meeting shall be delivered to each member at least two (2) weeks before the meeting is held. A copy shall be sent to the CEO and to the Board.

c) The Chair of the Committee must ensure that minutes are kept for each Committee meeting in writing and disseminated to each member of the Committee and the CEO and the Board.

d) The Chair of the Committee shall draw up the agenda, shall lead and conduct the meetings, and shall submit the reports and recommendations to the Company’s Secretary and the Board.

e) Meetings are held either in the presence of the members, by telephone conference call, or by written resolution signed by all of the Committee members.

f) The Committee may, if necessary, invite any person to attend any meeting and participate in the discussions and review of the Committee’s business.

g) The minutes of every Committee meeting, duly reviewed by the Chair of the Committee and approved by the Committee, shall be kept in a special register maintained for this purpose at the Company’s head office and the Company’s Secretary.

h) Once approved, the minutes of every Committee meeting shall be summarized by the Committee Chair whom will be provide the meeting minutes and summary at the next subsequent meeting of the Board.

VI. COMPENSATION

The Advisory Board members are entitled to receive compensation, as determined by the Board.

VII. ADVISORS TO THE ADVISORY BOARD

The Advisory Board, with the written approval of the CEO, may retain, at the Company’s expense, advisors as it deems necessary to carry out its duties. The Advisory Board shall have sole authority to retain and terminate any such advisors, including the sole authority to negotiate reasonable fees and retention terms of such advisors. The Advisory Board shall comply with the Company’s then-current level review of contracts and budget reservation procedures.

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