Corporate Governance and Nominating Committee

CHARTER OF THE CORPORATE GOVERNANCE AND
NOMINATING COMMITTEE OF
THE BOARD OF DIRECTORS OF APPLIED MATERIALS, INC.

TABLE OF CONTENTS

I. PURPOSE

II. COMPOSITION

III. RESPONSIBILITIES AND DUTIES
        • Nomination of Directors
        • Communication with Stockholders
        • Other Responsibilities

IV. MEETINGS

 

I. PURPOSE

The primary function of the Corporate Governance and Nominating Committee (“Committee”) of the Board of Directors (“Board”) of Applied Materials, Inc. (“Company”) is to develop, maintain and oversee the Company’s corporate governance guidelines; oversee the composition, structure and evaluation of the Board and its committees; and assist the Board in identifying individuals qualified to be directors.

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II. COMPOSITION

The Committee shall be comprised of not less than three directors, each of whom shall be independent, as such term is defined by Securities and Exchange Commission (“SEC”) and Nasdaq Marketplace (“Nasdaq”) rules. Members of the Committee shall be appointed and may be removed by the Board. One member of the Committee shall be the Chairperson.

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III. RESPONSIBILITIES AND DUTIES

In carrying out the purposes set forth above, the Committee shall:

Nomination of Directors

Identify qualified candidates for the Board, evaluate candidates, and approve director nominees to be recommended to the Board for election by stockholders at the Company’s Annual Meeting of Stockholders. Director nominees shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment, and, together with other nominees, shall effectively serve stockholders’ long-term interests and contribute to the Company’s overall corporate goals.

Review from time to time the skills and characteristics necessary and appropriate for directors in the context of the Board’s current composition, including such factors as business experience, international background, diversity, age and knowledge of technology, manufacturing, operations, finance and/or marketing, and other skills that would enhance the Board’s effectiveness.

Develop and recommend to the Board for its approval: the process by which the Committee identifies and evaluates nominees; any minimum qualifications that the Committee believes a candidate must meet; and any specific quality or skill that the Committee believes is necessary for one or more of the Company’s directors to possess.

Review from time to time the Board’s committee structure and recommend to the Board for its approval directors to serve as members of each committee.


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Communication with Stockholders

Review from time to time the stockholder communication procedures and requirements.

Develop, periodically update, as appropriate, and oversee maintenance of a process for communication by stockholders with directors.


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Other Responsibilities

Develop and periodically update, as appropriate, the Company’s policy regarding directors’ attendance at annual meetings.

Develop and recommend to the Board for its approval an annual self-evaluation process of the Board and its committees, oversee this annual self-evaluation process and report the results to the Board.

Develop and recommend to the Board for its approval a set of corporate governance guidelines. The Committee shall review these guidelines at least annually, and recommend to the Board changes as necessary or appropriate.

Monitor and safeguard the independence of the Board (assuring that the majority of the Board continues to be independent), and review any potential conflict of interest between a director and the Company and any potential violation of the Company’s Standards of Business Conduct by a director.


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The Committee shall have the authority to delegate any of its responsibilities to subcommittees, as the Committee in its sole discretion may deem appropriate.

The Committee shall have full access to the Company’s management, as necessary or appropriate to carry out these responsibilities.

The Committee shall have the authority to retain independent advisors to assist in carrying out its responsibilities, as the Committee in its sole discretion may deem appropriate. The Committee shall have sole authority to approve the terms of any such engagement, including fees, with funding provided by the Company.

The Committee shall timely report its activities to the Board and make such recommendations to the Board as it deems appropriate.

The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for its approval.

            The Committee’s performance of any activities, as the Committee or the Board deems necessary or appropriate, shall be consistent with its Charter, the Company’s Certificate of Incorporation and/or Bylaws, and governing law (including SEC and Nasdaq rules).


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IV. MEETINGS

The Committee shall meet at least annually or more frequently as appropriate.