Charter of the Corporate Governance and Nominating Committee of the Board of Directors of Synopsys, Inc. (As last amended on September 3, 2020)
Charter of the Corporate Governance and Nominating Committee of the Board of Directors of Synopsys, Inc. (As last amended on September 3, 2020)
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 (i) identify and recommend to the Board candidates for membership on the Board and Board committees, (ii) recommend to the Board candidates for Chief Executive Officer or Co-Chief Executive Officer, as the case may be, (iii) develop and recommend criteria and policies relating to service and tenure of directors, and (iv) 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 meet the independence requirements set forth in the rules of The Nasdaq Stock Market (the “Nasdaq Rules”) and be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member, and one of whom shall be designated by the Board as Chairperson. 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 or to management of Synopsys as appropriate and as permitted by applicable law. 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 by the Board 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:
Members of the Committee shall receive such fees, if any, for their service as Committee members as may be determined by the Board in its sole discretion. Such fees may include retainers or per meeting fees. Fees may be paid in such form of consideration as is determined by the Board in accordance with applicable law, the Nasdaq Rules and the rules of the Securities and Exchange Commission.
Members of the Committee may not receive any compensation from Synopsys except the fees that they receive for service as a member of the Board or any committee thereof.