Corporate Governance Committee Charter

I. Purposes

The Committee will assist the Board in: identifying qualified Board Members, determining Board composition based on Company needs, determining necessary Committees and defining their responsibilities, and developing a set of corporate governance guidelines.

II. Composition

1. The Committee will consist of at least two Directors who will serve one year terms.
2. Each member of the Committee shall be appointed by the Board of Directors, be a member of the Board in good standing, and a majority of members must be independent of the company.
3. A chairperson will be appointed by the Board and will be independent.
4. The members of the Committee may not be removed prior to the end of their term unless recommended by majority vote of the Board of Directors.
5. The Company will provide the Committee with support staff and other resources necessary (including internal or external support such as search firms, legal counsel, etc.) to facilitate their meetings and to fulfill their responsibilities.

III. Meetings

1. The Committee shall meet at least twice a year, or more frequently as circumstances may require.
2. The Committee Chairperson will preside over the meetings and will provide an oral report to the Board on each meeting. Minutes of each meeting will be recorded.
3. The Committee may ask members of management or others to attend the meetings and provide pertinent information as necessary.

IV. Responsibilities and Duties

The Committee is responsible for the following duties:

1. Review/assess structure of the Board (including number of directors/independent directors) and committee structure.
2. Seek and evaluate individuals qualified to become Board members and recommend those persons to the independent directors for nomination as candidates for election to the Board of Directors by shareholders. The Committee will consider the needs of the Board regarding candidates with experience in: industry, finance, management, business development, etc.
3. Recommend directors to the Board to serve as members of each committee.
4. Develop, recommend and administer an evaluation process for Board Members and Committees.
5. Make recommendations to the Board on corporate governance regarding what role the Board of Directors and Committees should have in Company operations (e.g. suggest areas which may warrant oversight or increased oversight by the Board).
6. Consider/address possible conflicts of interests of directors (e.g. serving on board of a competitor).
7. Review format of Board Meetings and make recommendations for improvement.
8. Make determinations regarding Director’s independence from the Company.
9. Review the Committee charter and recommend proposed changed to the Board annually.
10. Review the effectiveness of the committee annually.

Corporate Compliance Officer
Kay Nolen
General Counsel & Corporate Secretary
Medpace Corporate Headquarters
4620 Wesley Avenue
Cincinnati, Ohio 45212, USA
Office #2821
Tel: +1.513.579.9911, ext. 2055
Fax: +1.513.579.0444
E-mail: compliance@medpace.com