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BioReference Charters



The Nominating Committee is appointed by the Board of Directors for the following purposes:

A. To identify individuals qualified to become members of the Board:

B. To establish criteria for the selection of directors;

C. To consider and evaluate stockholder proposals for director nominations;

D. To recommend to the Board individuals to fill vacant Board positions; and

E. To recommend to the Board the director nominees for each annual meeting of stockholders.

The Nominating Committee will consist solely of the “independent” directors of the company as defined by the Nasdaq Stock Market Rules. The Nominating Committee has the authority to retain a search firm to assist in the identification of director candidates and will establish a policy under which stockholders of the Company may recommend a candidate for consideration for nomination as a director.

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A. The Audit Committee shall have a minimum of three members and shall be comprised of independent directors only. All of the members of the Audit Committee must be able to read and understand fundamental financial statements including a company's balance sheet, income statement and cash flow statement. At least one member of the Audit Committee shall have past employment experience in finance or accounting or requisite professional certification in accounting, or other comparable experience or background, including a current or past position as a chief executive or financial officer or other senior officer with financial oversight responsibility.

B. The Audit Committee shall meet not less frequently than once per fiscal year with the corporation's outside auditors with respect to, and shall advise the Board of Directors in, matters relating to the corporation's reporting practices, its application of accounting principles and its internal controls.

C. The Audit Committee shall take responsibility to ensure its receipt from the corporation's outside auditors of a formal witness statement delineating all relationships between the auditors and the corporation, consistent with Independence Standards Board Standard 1, and the Audit Committee shall be responsible for actively engaging in a dialogue with the auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors and for taking, or recommending that the full board take, appropriate action to oversee the independence of the outside auditors.

D. The outside auditors shall be ultimately accountable to the Board of Directors and to the Audit Committee, as representatives of the corporation's shareholders, and the Board of Directors and the Audit Committee shall have the ultimate authority and responsibility to select, evaluate, and where appropriate, replace the outside auditors (or to nominate the outside auditors to be proposed for shareholder approval in any proxy statement).

E. The Audit Committee, in its capacity as a committee of the Board of Directors, shall be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the corporation, and each such registered public accounting firm must report directly to the Audit Committee. In addition, the Audit Committee, in such capacity, shall be directly responsible for the resolution of disagreements between the corporation's management and its auditor regarding financial reporting.

F. The Audit Committee shall establish procedures for the receipt, retention and treatment of complaints received by the corporation regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by the corporation's employees of concerns regarding questionable accounting or auditing matters.

G. The Audit Committee is granted authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties.

H. The corporation will provide appropriate funding, as determined by the Audit Committee in its capacity as a committee of the Board of Directors, for payment of

  (i) compensation to any registered public accounting firm for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the corporation;

  (ii) compensation to any advisers employed by the Audit Committee pursuant to paragraph G of this Charter; and

  (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

I. The Audit Committee will review and assess the adequacy of this Charter on an annual basis.

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I. Purpose. The Compensation Committee has been appointed by the Board of Directors to

  A. Oversee compensation policies and their specific application to the Company’s executive officers.
  B. Prepare an annual report on executive compensation for inclusion in the Company’s Annual Report on Form 10-K and/or in the Company’s proxy statement.

II. Duties and Responsibilities. The Committee has the following duties and responsibilities (responsibility with respect to setting the compensation of the Company’s Chief Executive Officer and its other executive officers cannot be delegated to Company management).

  A. To negotiate and approve the compensation of the Company’s Chief Executive Officers and its other executive officers, with such individuals.

  B. To select a peer group of companies against which to compare the Company’s compensation of its Chief Executive Officer, if it deems such comparison necessary.

  C. To monitor compensation trends and solicit independent advice when it deems such solicitation appropriate.

  D. To approve, reject or modify incentive bonus compensation plans for the Company’s senior management, as recommended by management.

  E. To maintain and update, if necessary, this Charter which will be published on the Company’s website.

III. Authority to Retain Experts. The Compensation Committee is authorized (but not required) to retain consultants and advisors (including independent counsel) and/or experts to assist in the evaluation of the compensation of the Company’s Chief Executive Officer and its other executive officers, if the Committee deems any such retentions necessary in the performance of its duties. Any such consultants, advisors and experts will be selected, directed and, when appropriate, terminated by the Committee.

IV. Company Funding. In the event the Compensation Committee deems it necessary to retain any consultants, advisors and/or experts to assist it in the performance of its duties and responsibilities, the Company will provide appropriate funding for same.

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