Exhibit
10.5


 


Adopted
by the Board of Directors: October 28, 2021


 


CHARTER
OF THE 


NOMINATING
AND GOVERNANCE COMMITTEE 


OF
THE BOARD OF DIRECTORS


OF


QUOIN
PHARMACEUTICALS, LTD.


 


Purpose


 


The
Nominating and Governance Committee (the “Committee”) shall report to and assist the Board of Directors (the “Board”)
of Quoin Pharmaceuticals, Ltd., an Israeli corporation (the “Company”). The purposes of the Committee are to: (1) identify
qualified individuals for membership on the Board; (2) recommend to the Board the persons to be nominated for election as directors at
any meeting of stockholders of the Company, and the persons (if any) to be elected by the Board to fill any vacancies on the Board; (3)
recommend to the Board the directors to be appointed to each committee of the Board; (4) develop and recommend to the Board a set of
Corporate Governance Guidelines applicable to the Company; (4) provide general oversight of the corporate governance affairs of the Company;
and (5) perform such other matters as directed by the Board or this Charter.


 


Committee
Membership


 


The
Committee shall consist of no fewer than three members and each member of the Committee shall be an “independent director”
as defined by Rule 5605(a)(2) of The Nasdaq Stock Market LLC (“NASDAQ”); provided, however, that the Company may avail
itself of any phase-in periods and other exemptions permitted under applicable NASDAQ rules, regulations and standards.


 


The
members of the Committee shall be appointed and may be replaced by the Board with or without cause. A member of the Committee may resign
by delivering his or her written notice of resignation to the chairperson of the Board, to take effect at a date specified therein, or
upon delivery of such written notice if no date is specified. Unless the Board elects a chairperson of the Committee, the Committee shall
elect a chairperson by majority vote.


 


Meetings


 


The
Committee shall meet as often as necessary to carry out its responsibilities, but not less frequently than bi-annually. The Committee
chairperson shall preside at each meeting. In the event the Committee chairperson is not present at a meeting, the Committee members
present at that meeting shall designate one of its members as the acting chairperson of such meeting. Written minutes of Committee meetings
shall be maintained. The Committee may also act by unanimous written consent in lieu of a meeting. The Committee may form and delegate
authority and duties to subcommittees as it deems appropriate.


 




     


    


    

 


Committee
Responsibilities and Authority


 


The
Committee shall have the following responsibilities and authority:


 


Board
and Committee Composition and Nominating Activities


 


		1.	Annually
                                            review the list of director selection criteria contained in the Company’s Corporate Governance
                                            Guidelines, and make such recommendations to the Board with respect to modifications thereto
                                            as the Committee deems appropriate.



 


		2.	Identify,
                                            review and evaluate candidates, including candidates submitted by stockholders, for election
                                            to the Board and recommend to the Board: (i) nominees to fill vacancies or new positions
                                            on the Board; and (ii) the slate of nominees to stand for election by the Company’s
                                            stockholders at each annual meeting of stockholders.



 


		3.	Annually
                                            recommend to the Board: (i) the assignment of directors to serve on each Board committee;
                                            (ii) the chairperson of each Board committee; (iii) the Chairperson of the Board; and (iv)
                                            the lead independent director of the Board (if applicable). Recommend additional Board committee
                                            members to fill vacancies or as otherwise needed.



 


		4.	Consider
                                            the Board’s leadership structure, including the potential separation of the Chairperson
                                            of the Board and Chief Executive Officer roles and/or potential appointment of a lead independent
                                            director of the Board, either permanently or for specific purposes, and make such recommendations
                                            to the Board with respect thereto as the Committee deems appropriate.



 


		5.	Annually
                                            review and recommend to the Board director independence determinations made with respect
                                            to continuing and prospective directors and, as needed, consider questions of independence
                                            and possible conflicts of interest of members of the Board and executive officers.



 


Corporate
Governance


 


		1.	Develop,
                                            recommend, oversee the implementation of and monitor compliance with, the Company’s
                                            Corporate Governance Guidelines; periodically review and recommend any necessary or appropriate
                                            changes to the Company’s Corporate Governance Guidelines.



 


		2.	Annually
                                            review the Company’s Code of Business Conduct and Ethics and recommend any changes
                                            to the Board and consider, discuss and, as appropriate, recommend that the Board grant requested
                                            waivers from the Company’s Code of Business Conduct and Ethics by the Company’s
                                            directors and executive officers.



 


		3.	Review
                                            actual and potential conflicts of interest of Board members and corporate officers, other
                                            than related party transactions reviewed by the Audit Committee.



 


		4.	Periodically
                                            review the adequacy of the certificate of incorporation and bylaws of the

                                            Company and recommend to the Board any necessary or appropriate amendments for approval and,
                                            as required, submission for consideration by the stockholders.



 


		5.	Conduct
                                            an annual review of the Company’s succession planning process for the Chief Executive
                                            Officer and any other members of the Company’s executive management team, and report
                                            its findings and recommendations to the Board.



 






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		6.	Review
                                            any proposals properly submitted by stockholders for action at the annual meeting of stockholders
                                            and make recommendations to the Board regarding action to be taken in response to each such
                                            proposal.



 


		7.	Evaluate
                                            the participation of members of the Board in orientation and continuing education activities
                                            in accordance with applicable listing standards. Develop orientation materials for new director(s).



 


		8.	Review
                                            important issues and developments in corporate governance, and develop appropriate recommendations
                                            for the Board.



 


		9.	Periodically
                                            review the Company’s Insider Trading Policy and recommend any proposed changes to the
                                            Board for approval.



 


Committee
Performance


 


		1.	Conduct
                                            an annual evaluation of its performance in fulfilling its duties and responsibilities under
                                            this Charter.



 


		2.	At
                                            least annually, review and assess the adequacy of this Charter and recommend any proposed
                                            modifications to the Board.



 


Advisors


 


The
Committee has sole authority to select, retain and terminate any consultants, independent legal counsel or other advisors, including
the sole authority to approve their fees and other retention terms. The fees, expenses or compensation owed to any person retained by
the Committee and any ordinary administrative expenses of the Committee incurred in carrying out its duties and responsibilities shall
be borne by the Company. Notwithstanding the foregoing, the Committee chairperson shall, unless the exigencies of a specific situation
require otherwise, first advise the Company’s Chief Financial Officer of any such potential material expenditures.


 


 


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