Governance Committee Charter of Standard Microsystems Corp

[PAGE]
 
                                                                    EXHIBIT A
 
                       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
   Company.
 
   II.    Organization
 
           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.
 
   III.  Responsibilities
 
           The following shall be the principal responsibilities of the
   Committee:
 
           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
   Directors,
 
 
[PAGE]
 
   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
   Committee.
 
           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
   shareholders.
 
           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
   Committee.
 
           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.