Chemokine Therapeutics - Nomination and Corporate Governance Committee Charter

Compensation Committee Charter

PURPOSE
The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Chemokine Therapeutics Corp., a Delaware corporation (the “Company”), shall assist the Board in:
- Identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board (i) the director nominees for election at the next annual meeting of shareholders and (ii) candidates to fill any vacancies on the Board.
- Overseeing the implementation and monitoring the effectiveness of the Company's Corporate Governance Guidelines and developing and recommending to the Board modifications and/or additions to the Corporate Governance Guidelines.
- Reviewing, on a regular basis, the overall corporate governance of the Company and recommending improvements when necessary.

STRUCTURE AND OPERATION

Composition and Qualifications
The Committee shall consist of at least three members of the Board, at least two of whom have been determined by the Board to be “independent” in accordance with the Nasdaq rules (except as may be allowed by those rules in exceptional circumstances). Notwithstanding the foregoing sentence, the Committee may be comprised of “non-independent” Board members so long as the Company qualifies for the “Controlled Company” exemption under the Nasdaq rules (if applicable).

Appointment and Removal
The members of the Committee shall be appointed by the Board and continue to be members until their successors are elected and qualified or until their earlier retirement, resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board at any time.

The Board may appoint one member of the Committee to serve as Chair of the Committee, to convene and chair all regular and special sessions of the Committee, set the agendas for Committee meetings, to determine and communicate to management and the full Board the information needs of the Committee, and to report Committee determinations and actions on behalf of the Committee to the full Board. If the Board fails to appoint a Chair, the members of the Committee shall elect a Chair by majority vote of the full Committee to serve at the pleasure of the majority of the full Committee.

Delegation to Subcommittees
The Committee may delegate its duties and responsibilities to a subcommittee consisting of one or more members of the Committee, or to executive officers of the Company. Any delegation may be made only to the extent permitted by the Nasdaq rules, SEC rules, applicable law, and the Company's Bylaws and Certificate of Incorporation.
COMMITTEE MEETINGS
The Chair (or in his or her absence, a member designated by the Chair or designated by a majority of the members in attendance) shall preside at each meeting of the Committee and set the agendas for the Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings as long as they are not inconsistent with any provisions of the Company's Bylaws or this Charter.

The Committee shall meet (in person or by telephonic meeting) on a regularly scheduled basis at least two times per year, or more frequently as circumstances dictate. The Committee shall maintain written minutes or other records of its meetings and activities, which shall be duly filed in the Company's records.

Except as otherwise required by the Bylaws or the Certificate of Incorporation of the Company, a majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Committee. The Committee may also act by unanimous written consent in lieu of a meeting.

All non-management directors who are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion, include in its meetings members of the Company's management, representatives of the Company's outside advisors, any other personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate. Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited to, any non-management director who is not a member of the Committee.

The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Board.
DUTIES AND RESPONSIBILITIES The responsibilities of the Committee are set forth below. The Committee is authorized to carry out these responsibilities, and other responsibilities assigned to it by the Board from time to time, and take any action reasonably related to the mandate of this Charter.

In discharging its role, the Committee is empowered to investigate any matter brought to its attention with all requisite access to books, records, facilities and personnel of the Company and with access to the Company's outside legal counsel and other advisors. The Committee has the power to retain separate outside counsel or other advisors, different from the Company's regular outside counsel and advisors, and will receive adequate funding from the Company to engage such counsel and advisors. The Committee shall have the authority to retain, compensate, terminate and oversee director search firms and recruitment consultants for use in identifying, screening and reviewing qualified candidates to serve on the Board.

To fulfill its duties and responsibilities, the Committee shall:
1. Establish standards, criteria and processes for the selection of individuals to serve on the Board.
2. Identify, screen and review individuals qualified to serve as directors; review each current director and recommend to the Board whether such director should stand for re-election; and recommend to the Board the nominees for election or re-election at the next annual meeting of shareholders and for filling vacancies that may occur at other times.
3. Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates as directors.
4. Review annually with the Board the composition and size of the Board, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, and other desired qualities, and recommend to the Board any appropriate changes.
5. Review and assess the performance of the Board and its committees and report such assessment, including any recommendations for proposed changes, to the Board.
6. Oversee the implementation and monitor the effectiveness of the Corporate Governance Guidelines of the Company, and develop and recommend to the Board modifications and/or additions to the Company's Corporate Governance Guidelines.
7. Consider corporate governance issues that arise from time to time, and develop appropriate recommendations for the Board.
8. Report to the Board as necessary, which reports shall include any recommendations the Committee deems appropriate.
9. Review and address conflicts of interest of directors, the Chief Executive Officer and other Board-appointed officers.
10. Review the corporate governance implication, if any, of any proposed changes in director compensation.
11. Perform any other activities as the Committee deems appropriate, or as are requested by the Board, consistent with this Charter, the Company's Bylaws and applicable laws and regulations.
12. Maintain minutes and other records of meetings and activities of the Committee.
13. Review and reassess the performance of the Committee and the adequacy of this Charter on an annual basis and recommend any proposed changes to the Board for approval.