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Lead Independent Director Charter

Download Corporate Governance DocumentationLead Independent Director Charter

Lead Independent Director Charter

(Adopted on March 10, 2010)

I. PURPOSE

If the Chairman of the Board of Directors is not independent, the Board of Directors considers it useful and appropriate to designate a Lead Independent Director to coordinate the activities of the other independent and/or non-management directors and to perform such other duties and responsibilities as the Board of Directors may determine.

II. RESPONSIBILITIES AND AUTHORITY

The specific responsibilities and authority of the Lead Independent Director when acting in such capacity shall be as follows:

  1. Preside at Executive Sessions. Serve as the chairman of meetings of the Board of Directors at which the Chairman is not present, including executive sessions of the independent and/or non-management directors.

  2. Call Meetings of Independent/Non-management Directors. Call meetings of the independent and/or non-management directors, as he or she deems appropriate.

  3. Liaison with Chairman. Serve as principle liaison on Board-wide issue between the non-management and/or independent directors and the Chairman.

  4. Coordinate Activities of Independent/Non-management Directors. Coordinate the activities of the non-management and/or independent directors, as he or she deems appropriate.

III. APPOINTMENT AND TERM

The Lead Independent Director shall be appointed by, and serve at the discretion of, the Board of Directors. The term of the Lead Independent Director shall continue until the earlier of such time that he or she no longer serves as a director of Omeros Corporation for any reason, his or her removal from the position of Lead Independent Director by the Board of Directors, his or her resignation from the position of the Lead Independent Director, and such time that the Chairman of the Board of Directors is independent.

IV. COMPENSATION

No compensation shall be payable to a director solely for his or her service as the Lead Independent Director.