Governance Committee Charter of Standard Microsystems Corp
STANDARD MICROSYSTEMS CORPORATION
CHARTER FOR CORPORATE GOVERNANCE COMMITTEE
I. Statement of Purpose
The Corporate Governance Committee is a standing committee of the
Board of Directors. The purpose of the Committee is to identify
individuals qualified to become members of the Board, to recommend
Director nominees for each annual meeting of shareholders and nominees for
election to fill any vacancies on the Board of Directors and to address
related matters. The Committee shall also develop and recommend to the
Board of Directors corporate governance principles applicable to the
A. Charter. At least annually, this charter and the "Code of
Business Conduct and Ethics" shall be reviewed and reassessed by the
Committee and any proposed changes shall be submitted to the Board of
Directors for approval.
B. Members. The members of the Committee shall be appointed
by the Board of Directors and shall meet the independence requirements of
applicable law and the listing standards of the NASDAQ National Market
System. The Committee shall be comprised of at least two members.
Committee members may be removed by the Board of Directors. The Board of
Directors shall also designate a Committee Chairperson who shall also
serve as Lead Independent Director.
C. Meetings. In order to discharge its responsibilities, the
Committee shall each year establish a schedule of meetings; additional
meetings may be scheduled as required.
D. Quorum; Action by Committee. A quorum at any Committee
meeting shall be at least two members. All determinations of the Committee
shall be made by a majority of its members present at a meeting duly
called and held, except as specifically provided herein (or where only two
members are present, by unanimous vote). Any decision or determination of
the Committee reduced to writing and signed by all of the members of the
Committee shall be fully as effective as if it had been made at a meeting
duly called and held.
E. Agenda, Minutes and Reports. The Chairperson of the
Committee shall be responsible for establishing the agendas for meetings
of the Committee. An agenda, together with materials relating to the
subject matter of each meeting, shall be sent to members of the Committee
prior to each meeting. Minutes for all meetings of the Committee shall be
prepared to document the Committee's discharge of its responsibilities.
The minutes shall be circulated in draft form to all Committee members to
ensure an accurate final record, shall be approved at a subsequent meeting
of the Committee and distributed to the full Board of Directors. The
Committee shall make periodic reports to the Board of Directors.
The following shall be the principal responsibilities of the
A. Director Selection Criteria. The Committee shall
establish criteria for selecting new Directors, which shall reflect at a
minimum any requirements of applicable law or listing standards, as well
as a candidate's strength of character, judgment, business experience,
specific areas of expertise, factors relating to the composition of the
Board (including its size and structure) and principles of diversity,
taking care to maintain a majority of independent directors. Independent
directors are directors who are not employees or paid consultants of SMSC.
B. Director Recruitment. The Committee shall consider (in
consultation with the Chairman of the Board and the Chief Executive
Officer) and recruit candidates to fill positions on the Board of
including as a result of the removal, resignation or retirement of any
Director, an increase in the size of the Board of Directors or otherwise.
The Committee shall also review any candidate recommended by the
shareholders of the Company in light of the Committee's criteria for
selection of new Directors. As part of this responsibility, the Committee
shall be responsible for conducting, subject to applicable law, any and
all inquiries into the background and qualifications of any candidate for
the Board of Directors and such candidate's compliance with the
independence and other qualification requirements established by the
C. Reconsideration of Directors for Re-Election. In
connection with its annual recommendation of a slate of nominees, the
Nominating and Corporate Governance Committee shall assess the
contributions of those Directors selected for re-election, and shall at
that time review its criteria for Board candidates in the context of the
Board evaluation process and other perceived needs of the Board. Final
approval of any candidate shall be determined by the full Board of
Directors. Any director being so reconsidered for re-election should
recuse him or herself from deliberations and voting regarding his or her
own reconsideration, but should be available for questions.
D. Recommendation to Board. The Committee shall recommend
the Director nominees for approval by the Board of Directors and the
E. Director Removal Guidelines. The Committee shall
establish and recommend to the Board of Directors guidelines for the
removal of members of the Board of Directors.
F. Consideration of Term Limits. The Committee shall review
the desirability of term limits for Directors and recommend to the Board
of Directors policies in this regard from time to time.
G. Governance Guidelines. The Committee shall recommend to
the Board of Directors corporate governance guidelines addressing, among
other matters, the size, composition and responsibilities and potential
conflicts of interest to the Board of Directors. The corporate governance
guidelines shall be reviewed not less frequently than annually by the
Committee, and the Committee shall make recommendations to the Board of
Directors with respect to changes to the guidelines.
H. Access to Records, Consultants and Others. In discharging
its responsibilities, the Committee shall have full access to any relevant
records of the Company and may retain outside consultants to advise the
Committee. The Committee may also request that any officer or other
employee of the Company, the Company's outside counsel or any other person
meet with any members of, or consultants to, the Committee.
I. Delegation. The Committee may delegate any of its
responsibilities to a subcommittee comprised of one or more members of the
J. Other Delegated Responsibilities. The Committee shall
also carry out such other duties that may be delegated to it by the Board
of Directors from time to time.
K. CEO Succession. It is the responsibility of the Committee
to insure that the CEO succession plan is reviewed annually by either the
full board or by a designated subset of the board in behalf of the board.