Corporate Governance Guidelines

Director Independence

• Independent Directors. Director independence is a cornerstone of good corporate governance, enabling the Board to objectively exercise oversight, evaluate performance and provide strategic direction. Our independent Board members provide the CEO or Co-CEOs, as the case may be, and the rest of the management team unbiased input, while acting as a sounding board for new ideas. Except during periods of temporary vacancies, a majority of Synopsys’ Board must qualify as independent directors in accordance with the applicable federal securities laws and rules of The Nasdaq Stock Market.
• Lead Independent Director. The Lead Independent Director (if appointed), along with the Chairperson of the Board, establishes the agenda for regular Board meetings and reviews and advises on the schedule of regular Board meetings, serves as chairperson of regular Board meetings when the Chairperson of the Board is absent, calls executive sessions of the independent directors, establishes the agenda for and presides at executive sessions, provides feedback from executive sessions to management, serves as a liaison between the CEO (or Co-CEOs, as the case may be) and the independent directors, participates in the annual performance evaluation of the CEO (or Co-CEOs, as the case may be), encourages dialogue between the independent directors and management, and is available for consultation with stockholders at management’s request.  The Lead Independent Director (if appointed) also performs such other duties as the Board may establish or delegate.
• Executive Sessions. The Board will have regularly convened executive sessions of the independent directors.
• Access to Employees and External Advisors. The Board is given access to Synopsys employees and external advisors to ensure that directors can gather all information necessary to fulfill their duties. Management is encouraged to invite Synopsys personnel to any Board meeting at which their presence and expertise would be helpful to the Board. 

Majority Voting in Election of Directors

• Majority Voting. In accordance with Synopsys’ Bylaws, in an uncontested election, a candidate for director will be elected only if the votes “for” the candidate exceeds 50% of the number of votes cast on the issue of that director’s election (including votes “for” and votes “against” with respect to that director’s election, but excluding any abstentions or broker non-votes). Notwithstanding the foregoing, in a contested election, each director to be so elected will be elected by a plurality of the votes cast by stockholders at such meeting, and shall only include votes “for” and votes to withhold authority.
• Advance Resignation. A director who stands for re-election is expected to tender his or her resignation if he or she fails to receive the required number of votes for re-election. The Board shall nominate for election or re-election as director only candidates who tender, prior to such nomination, an irrevocable resignation that will be effective only upon (i) the failure to receive the required vote at a meeting at which they stand for election or re-election and (ii) the Board’s acceptance of such resignation in the Board’s exclusive discretion. In addition, the Board shall fill director vacancies and new directorships only with candidates who tender, prior to their appointment to the Board, the same form of resignation tendered by other directors in accordance with these guidelines.
• Resignation Review Process. If a Director fails to receive the required vote for re-election (a "Majority Against Vote") in an uncontested election, the Corporate Governance and Nominating Committee shall promptly (i) consider such director’s resignation offer and the appropriate response based on the best interests of Synopsys and, if known, the reasons for the Majority Against Vote, and (ii) make a recommendation to the Board (which may include accepting the resignation, maintaining the director but addressing what the Corporate Governance and Nominating Committee believes to be the underlying cause of the “against” votes, maintaining the director but resolving that the director will not be re-nominated in the future for election, or rejecting the resignation). The Board will act on the Corporate Governance and Nominating Committee's recommendation within 90 days following certification of the stockholder vote. Thereafter, Synopsys will publicly disclose the decision reached by the Board and the reasons therefor. Any Director who offers his or her resignation pursuant to this provision is expected to not participate in the Corporate Governance and Nominating Committee or Board deliberations regarding whether to accept the resignation offer. However, if each member of the Corporate Governance and Nominating Committee received a Majority Against Vote at the same election or if the only Directors who did not receive a Majority Against Vote in the same election constitute three or fewer Directors, then all Directors may participate in the action regarding whether to accept the resignation offers, with each director who is required to offer his or her resignation in accordance with these guidelines recusing him or herself from the Corporate Governance and Nominating Committee's and Board's deliberations and voting with respect to his or her individual offer to resign.

Number and Composition of Board Committees

The purpose and responsibilities for each of the Board’s committees shall be outlined in committee charters adopted by the Board. The Board currently has the following three standing committees: the Audit Committee, Compensation and Organizational Development Committee (the “Compensation Committee”) and Corporate Governance and Nominating Committee. The Board may, from time to time, form new committees, reallocate responsibilities of one committee to another committee or disband a current committee. In addition, the Board may form ad hoc committees from time to time and determine the composition and areas of competence of such committees.