Science and Technology Committee Charter
As of June 9, 2010
In accordance with the Company’s Bylaws, there shall be a Committee of the Board of Directors to be known as the Science and Technology Committee. The purpose of the Science and Technology Committee shall be (1) to provide understanding, clarification and validation of the fundamental technical basis of our businesses in order to enable the Board of Directors to make informed, strategic business decisions and vote on related matters, and (2) to ensure that powerful, global, world-class science is developed, practiced and leveraged throughout the Company to create shareowner value.
The Science and Technology Committee shall consist of two or more members of the Board of Directors. The members of the Science and Technology Committee shall be appointed by the Board of Directors upon the recommendation of the Nominating and Corporate Governance Committee. Members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
Committee Authority and Responsibilities
The Science and Technology Committee shall:
R&D Strategy & Portfolio Management
Core Technology Resource Creation and Management
R&D Infrastructure Management
- Review and monitor the technology portfolio and information technology platforms, b) review and provide recommendations on emerging technology opportunities and competitive issues, and c) review and monitor an integrated technology strategy across genomics, biotech, breeding, molecular breeding and chemistry.
- Review and comment on the technology budget as well as major investments in new technology platforms, investments, partnerships and alliances.
- Review and recommend actions that are necessary to secure the technology base, including actions with respect to the following:
- People Retention & Development: The Monsanto Fellows Program and other rewards and recognition systems to develop, retain and motivate key scientific talent;
- Facility Administration: Key research and development facilities and land for research;
- Intellectual Property Management: Intellectual Property strategy for genomics, biotech and breeding; and
- Freedom to Operate: Strategic regulatory matters.
- Oversee the management of risks related to the Company’s technology portfolio and information technology platforms.
- Perform such other duties and responsibilities as may be assigned to the Science and Technology Committee by the Board of Directors and/or the Chairman of the Board.
- Make delegations of authority and responsibilities of the Science and Technology Committee as the Science and Technology Committee deems appropriate, and periodically review such delegations.
Committee Structure and Operations
The Board shall designate one member of the Science and Technology Committee as its chairperson. In the event of a tie vote on any issue, the chairperson’s vote shall decide the issue. The Science and Technology Committee shall meet in person or telephonically at least four times per year. Meetings will be held at the convenience of the members, but, preferably, in advance of meetings of the Board of Directors. Minutes of each meeting shall be kept. The Science and Technology Committee shall report to the full Board at least annually as to the status of Company science and technology programs.
The Science and Technology Committee shall produce and provide to the Board of Directors an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Science and Technology Committee with the requirements of this Charter. The performance evaluation shall also recommend to the Board of Directors any improvements to the Science and Technology’s Charter deemed necessary or desirable by the Science and Technology Committee. The performance evaluation by the Science and Technology Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board of Directors may take the form of an oral report by the Chairperson of the Science and Technology Committee or any other member of the Science and Technology Committee designated by the Committee to make this report.