Corporate Governance and Nominating Committee

Corporate Governance and Nominating Committee Charter
April 2005

Purpose
The Corporate Governance and Nominating Committee (the “Committee”) of BMC Software, Inc. is appointed by the Board of Directors to ensure that the board governance system performs well. 

Membership
The Committee will consist of three or more members of the Board.  Every member of the Committee must meet the independence requirements of the New York Stock Exchange, any other regulatory requirements applicable to the Company and any additional independence requirements set forth in the Company’s Corporate Governance Guidelines.  The members of the Committee may be replaced by the Board at any time.

Authority and Responsibilities

  1. The Committee develops and recommends to the Board a set of corporate governance guidelines for the Company.  The Committee reviews and reassesses the adequacy of these guidelines annually and recommends to the Board any changes deemed appropriate.
  2. The Committee manages the process whereby the full Board annually assesses its performance, the performance of its committees and each director.
  3. The Committee assists the Chairman or Presiding Director, if applicable, in reviewing each individual director’s performance annually.  As part of this review, the Committee assesses independence, conformance with the Board membership criteria set forth in the Company’s Corporate Governance Guidelines, and attendance.
  4. As part of the annual evaluation of the Board, the Committee assesses the appropriate balance of skills, characteristics and perspectives required of an effective Board and reassesses the adequacy of the Board’s size.  The Committee reports the results of the evaluation of the full Board and its committees to the Board along with any recommendations for improvement or changes to the size or composition of the Board.
  5. The Committee monitors director independence and conducts an annual review of director independence to ensure compliance with the Company’s Corporate Governance Guidelines.
  6. The Committee investigates any potential conflict of interest by a director or member of senior management as assigned to it by the Board.
  7. The Committee reviews any letters of resignation received from directors upon the loss of principal employment or retirement from principal employment and reviews the continued appropriateness of Board membership under any such circumstances and determines whether to accept the resignation or permit the director to continue to serve on the Board. 
  8. The Committee periodically reviews director compensation and makes recommendations to the full Board regarding the form and amount of non-employee director compensation.  Where appropriate, the Committee consults with the Compensation Committee to ensure consistency in approach with respect to compensation matters. 
  9. The Committee periodically reviews the Board committee charters and recommends to the full Board any needed changes.
  10. The Committee periodically reviews the assignments of Board members and chairs to Board committees and considers the rotation of chairs and members approximately every three to five years with a view toward balancing the benefits derived from continuity against the benefits derived from the diversity of experience and viewpoints of the various directors.  The Committee makes its recommendations to the full Board with respect to the assignment of Board members and chairs to committees, and the full Board appoints the chairs and members to the committees.
  11. The Committee keeps abreast of the developments in the corporate governance field that might affect the Company and generally advises the Board on corporate governance matters.
  12. As part of the annual Board and director review process, the Committee suggests director education and training for the full Board, committees and/or individual directors, as appropriate.
  13. The Committee identifies and screens candidates for Board membership utilizing the Board membership criteria set forth in the Company’s Corporate Governance Guidelines.  The Committee recommends qualified director candidates to the full Board.  When formulating its Board membership recommendations, the Committee will consider any advice and recommendations offered by other Board members or the Company’s stockholders.
  14. The Committee designs a comprehensive orientation to acquaint new directors with the Company’s strategy, long-range plans, financial statements, significant accounting policies, products and operations, corporate governance guidelines, policies and code of ethics.
  15. The Committee provides a report of its meetings and activities to the full Board on a regular basis.

Organization

  1. The Committee meets on a regularly scheduled basis, at least quarterly and more frequently as necessary, to fulfill its responsibilities.
  2. A quorum of the Committee consists of a majority of its members.  All actions of the Committee must be approved by a majority vote of the members present, unless there are only two members present, in which case such actions require a unanimous vote.
  3. Voting may be conducted verbally and the results, together with all other business conducted at each meeting, will be recorded in the minutes of the meeting.
  4. The Committee has the authority to retain and terminate advisors to assist in discharging its duties including the authority to approve such advisors’ fees and retention terms.
  5. The Committee annually reviews its own performance.

Members of the Governance/Nominating Committee
John W. Barter, Chairman
Jon E. Barfield
Garland Cupp
Kathleen O'Neil