Purpose
The purpose of the Corporate Governance and Nominating Committee established pursuant to this charter (the “Committee”) 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, develop and recommend criteria and policies relating to service and tenure of directors, and oversee matters of corporate governance of Synopsys, Inc. (the "Company").
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 of Directors from time to time delegates to it, and shall have the authority to engage, at the expense of the Company, advisors to assist the Committee in fulfilling its responsibilities under this charter.
Membership
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 4200(a)(15) of the rules of the National Association of Securities Dealers, Inc. The members of the Committee are appointed by and serve at the discretion of the Board of Directors.
The Committee may form and delegate authority to subcommittees as appropriate. The operation of the Committee shall be subject to the Bylaws of the Company 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.
Responsibilities
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 and periodically review potential candidates;
Engage third parties to conduct searches for director candidates and other appropriate purposes;
Review and make recommendations for nominees to the Board of Directors;
Submit to the Board annually candidates for membership on Board committees and for chairperson of each committee;
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;
Recommend to the Board removal of a director when appropriate;
Monitor and make recommendations to the Board on matters of Board policies and practices, including policies on director education, service and tenure;
Review and make recommendations to the Board regarding proposals of stockholders that relate to corporate governance and stockholder proposals for nominations to the Board;
Review and make recommendations to the Board with respect to the adoption of governance policies and principles for the Company;
Periodically review the Company’s plan for succession of executive officers and recommend to the Board candidates for successor to the chief executive officer and, at the Committee’s discretion, other executive officers;
Perform such other functions and have such other powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing;
Meetings
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.
Minutes
The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.
Reports
The Committee shall provide regular reports to the Board of Directors of the Company regarding the deliberations, actions taken and recommendations of the Committee.
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