Limits on Other Board Service. The Board has approved a limit of five public company board memberships (including service on Synopsys' Board) for non-employee directors. Board members must notify the Chairperson and the General Counsel before accepting an invitation to serve on the board of directors of another company. In any case, each Board member is expected to ensure that other existing and planned future commitments do not interfere with service as a Synopsys director and do not pose an actual or potential conflict of interest.
Directors Who Change Their Job Responsibility. The Board does not believe that directors who retire or change jobs should necessarily leave the Board, but that such change in job responsibility may be a sufficient reason for leaving the Board. As a result, any director who retires or changes his or her job shall promptly submit to the Board an offer of resignation, which resignation offer shall be conditioned upon acceptance by the Board. The Corporate Governance and Nominating Committee shall (i) consider the resignation offer and the appropriate response based on the best interests of the Company, and (ii) make a recommendation to the Board (which may include accepting the resignation, maintaining the director but resolving that the director will not be re-nominated in the future for election or rejecting the resignation). Any Director who offers his or her resignation pursuant to this provision shall not participate in the Corporate Governance and Nominating Committee or Board deliberations regarding whether to accept the resignation offer. The Corporate Governance and Nominating Committee should consider the change in job responsibility in connection with its assessment of the composition of the Board as a whole.
Board’s Communications with the Public and Others. The Board believes that management speaks for the Company. Individual Board members may, from time to time at the request of management, meet or otherwise communicate with investors, the press, and other various constituencies that are involved with the Company, with a representative of management present. If comments from the Board are appropriate, they should, in most circumstances, come from the Chairperson of the Board.
Self-Assessment. The Board maintains a process whereby the Board, its committees and its members conduct annual self-evaluations and self-assessments.
Retirement Age. The Board has adopted a retirement age of 72 for non-employee directors.