Governance and Nominating Committee
Governance and Nominating Committee Charter
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.
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.
- 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.
- The Committee manages the process whereby the
full Board annually assesses its performance, the performance of its
committees and each director.
- 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.
- 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.
- The Committee monitors director independence and
conducts an annual review of director independence to ensure compliance
with the Company’s Corporate Governance Guidelines.
- The Committee investigates any potential
conflict of interest by a director or member of senior management as
assigned to it by the Board.
- 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.
- 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.
- The Committee periodically reviews the Board
committee charters and recommends to the full Board any needed changes.
- 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
- 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.
- 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.
- 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.
- 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.
- The Committee provides a report of its meetings
and activities to the full Board on a regular basis.
- The Committee meets on a regularly scheduled
basis, at least quarterly and more frequently as necessary, to fulfill its
- 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.
- 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.
- 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.
- The Committee annually reviews its own
of the Governance/Nominating Committee
John W. Barter, Chairman
Jon E. Barfield