Charter for the Corporate Governance and Nominating Committee of the Board of Directors of Synopsys, Inc.
((As last amended on December 13, 2012))
The purpose of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Synopsys, Inc. (“Synopsys”) established pursuant to this charter is to identify and recommend to the Board candidates for membership on the Board and Board committees, recommend to the Board candidates for chief executive officer or co-chief executive officer, as the case may be, develop and recommend criteria and policies relating to service and tenure of directors, and oversee matters of corporate governance of Synopsys.
The Committee shall have the authority to undertake the specific duties and responsibilities listed below and the authority to undertake such other specific duties as the Board from time to time delegates to it, and shall have the authority to engage, at the expense of Synopsys, advisors to assist the Committee in fulfilling its responsibilities under this charter.
The Committee shall consist of a minimum of two (2) members of the Board, all of whom shall qualify as “independent directors” within the meaning of Rule 5605(a)(2) of the rules of The NASDAQ Stock Market. The members of the Committee are appointed by and serve at the discretion of the Board.
The Committee may form and delegate authority to subcommittees as appropriate. The operation of the Committee shall be subject to the Bylaws of Synopsys as in effect from time to time and Section 141 of the Delaware General Corporation Law. The approval of this Corporate Governance and Nominating Committee Charter shall be construed as a delegation of authority to the Committee with respect to the responsibilities set forth herein.
The Committee shall have full access to all books, records, facilities and personnel of Synopsys as deemed necessary or appropriate by any member of the Committee to discharge his or her responsibilities hereunder, and to investigate any matter brought to its attention within the scope of its duties. The Committee shall have authority to retain, at Synopsys’ expense, legal and other consultants, accountants, experts and advisors of its choice to assist the Committee in connection with its functions, including any studies or investigations. The Committee shall have the authority to approve the fees and other retention terms of such advisors. In order to carry out its nominating duties, the Committee shall have the authority to retain and terminate any search firm to be used to assist it in identifying director candidates, including the authority to approve such firm’s fees and other retention terms.
The Committee shall have the following powers and responsibilities:
- Recommend to the Board the size and composition of the Board;
- Adopt criteria to be used in reviewing and screening potential candidates to become Board members;
- Establish procedures and policies for identifying candidates for the Board;
- Engage third parties to conduct searches for director candidates and other appropriate purposes;
- Review qualifications of potential nominees and make nominee recommendations to the Board;
- Submit to the Board annually candidates for membership on Board committees, for chairperson of each committee, and for the positions of lead independent director and chairperson of the Board;
- Assess and determine, as appropriate, the method for assessing Board and committee performance; establish criteria for evaluating the performance of directors individually, and the Board and the committees as a whole; the Committee is responsible for conducting such evaluations annually;
- Consider director resignations and make recommendations to the Board regarding removal of a director when appropriate;
- Monitor and make recommendations to the Board on matters of Board policies and practices, including policies on director orientation, continuing education, independence, service and tenure;
- Review and make recommendations to the Board regarding proposals of stockholders that relate to corporate governance and nominations to the Board;
- Consider matters of corporate governance and periodically review and make recommendations to the Board with respect to the adoption of governance policies and principles, including Synopsys’ Corporate Governance Guidelines and Code of Ethics and Business Conduct;
- Review and discuss with management Synopsys’ corporate governance-related disclosures for inclusion in Synopsys’ periodic reports, registration statements or proxy statements pursuant to applicable securities laws;
- Periodically review Synopsys’ plan for succession of executive officers and recommend to the Board candidates for successor(s) to the chief executive officer or co-chief executive officers, as the case may be and, at the Committee’s discretion, other executive officers;
- Review and discuss with management Synopsys’ strategy regarding mergers and acquisitions and strategic investments; and
- Perform such other functions and have such other powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing.
The Committee will meet at such times, and with such frequency, as it shall determine necessary or appropriate for it to fulfill its responsibilities under this charter.
The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
The Committee shall provide regular reports to the Board regarding the deliberations, actions taken and recommendations of the Committee.