Financials & Governance

Back

Science Advisory Committee Charter

I. Purpose of Committee

The Science Advisory Committee (the “Committee”) is a committee of the Board that employs scientific expertise to advise and enhance alignment with the Corporation’s research strategy and mission. The purpose of the committee is to support the Board by advising on: (1) research initiatives and innovations consistent with mission delivery; and (2) opportunities to translate mission-aligned scientific discoveries and innovations into commercial and market applications including BrightEdge investments.

II. Committee Membership

The Committee is chaired by the Board Scientific Officer, and the Committee shall have at least three (3) members at all times. All members of the Committee shall be members of the Board. Members of the Committee are appointed by the Board and may be subject to removal by the Board in accordance with the Corporation’s Bylaws. The Committee may elect a Vice Chair from among its members to have such authority and responsibility as the Committee shall determine.

III. Committee Authority and Responsibilities

The Committee shall have the authority and responsibilities set forth below.

A. Research Strategy and Mission Alignment

  1. Review, assess and advise on strategies, initiatives, and innovations for alignment with the Corporation’s mission in cancer research.
  2. Assist the Board and management in identifying and evaluating scientific and technological advances, and new and emerging trends that align with the Corporation’s mission delivery.
  3. Evaluate the scientific merits, feasibility, and commercial and market viability of research programs that further the mission of the Corporation.
  4. Evaluate, as requested by BrightEdge, scientific and innovation opportunities presented by the BrightEdge Manager and the BrightEdge Investment Fiduciary Committee to further the Corporation’s purpose including assessing the linkage between the Corporation’s overarching strategy and investments, as required by the BrightEdge, LLC Operating Agreement.

B. Other Authority and Responsibilities

  1. Have such other authority and responsibilities as may be provided in the Corporation’s Bylaws or may otherwise be delegated to the Committee by the Board.
  2. Retain such outside counsel, experts, or other advisors as the Committee may deem advisable in its sole discretion to provide advice or other support to the Committee.

IV. Committee Meetings

The Committee will meet at least annually and as often as deemed necessary or appropriate in accordance with this charter and the Bylaws. As necessary, the Committee will meet in a joint session with other committees regarding items of concern to both committees.

V. Committee Minutes

The Committee will keep minutes of its meetings and shall report its actions to the Board at the next meeting of the Board.

VI. Committee Evaluation

As directed by the Governance and Nominating Committee, at least every two years, the Committee will conduct a performance evaluation to review the performance of the Committee in relation to the requirements of this Charter and shall report the results of such review to the Board.