2003 Governance Charter: SUNW

CHARTER OF THE
CORPORATE GOVERNANCE AND
NOMINATING COMMITTEE OF
SUN MICROSYSTEMS, INC.
PURPOSE:
The purpose of the Corporate Governance and Nominating Committee is to ensure
that the Board of Directors is properly constituted to meet its fiduciary obligations to
stockholders and the Company and that the Company has and follows appropriate
governance standards. To carry out this purpose, the Corporate Governance and Nominating
Committee shall: (1) assist the Board of Directors by identifying prospective director
nominees and approving the director nominees for the next annual meeting of stockholders;
(2) develop and recommend to the Board of Directors the governance principles applicable to
the Company; (3) oversee the evaluation of the Board of Directors and management; and (4)
recommend to the Board of Directors the directors that shall serve on each committee of the
Board of Directors.
COMMITTEE MEMBERSHIP AND ORGANIZATION:
The Corporate Governance and Nominating Committee shall be comprised of no
fewer than two (2) members.
Each member of the Corporate Governance and Nominating Committee shall be
"independent" as defined by the rules of the Nasdaq Stock Market.
The members of the Corporate Governance and Nominating Committee shall be
appointed and replaced by the Board of Directors.
COMMITTEE RESPONSIBILITIES AND AUTHORITY:
Evaluate the current composition, organization and governance of the Board of
Directors and its committees; determine future requirements; and make
recommendations to the Board of Directors concerning the appointment of
directors to committees of the Board of Directors, and recommend the selection of
chairs of committees of the Board of Directors.
Determine the desired qualifications, expertise and characteristics for potential
directors and conduct searches for director candidates that have corresponding
attributes. Evaluate, propose and approve nominees for election to the Board of
Directors, and consider and evaluate stockholder nominees for election to the
Board of Directors.
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Oversee the Board of Directors' performance evaluation process, including
conducting surveys of director observations, suggestions and preferences. The
Corporate Governance and Nominating Committee shall also evaluate the
participation of members of the Board of Directors in continuing education
activities in accordance with Nasdaq rules.
Form and delegate authority to subcommittees when appropriate.
Evaluate and recommend termination of service of individual members of the
Board of Directors as appropriate, in accordance with the Board of Directors'
governance principles, for cause or for other proper reasons.
Make regular written reports to the Board of Directors.
Review and re-examine this Charter periodically and make recommendations to
the Board of Directors with respect to any proposed changes.
Review annually the Company's corporate governance guidelines and make
recommendations to the Board of Directors with respect to any proposed changes.
Review annually its own performance against the responsibilities outlined in this
Charter and as otherwise established by the Board.
In performing its responsibilities, the Corporate Governance and Nominating
Committee shall have the authority to obtain advice, reports or opinions from
internal or external counsel and expert advisors, including director search firms.
MEETING AND MINUTES:
Members of the Corporate Governance and Nominating Committee shall meet at
least once annually and will also meet, as required, in response to the needs of the
Board of Directors and as necessary to fulfill their responsibilities.
The Corporate Governance and Nominating Committee will maintain written
minutes of its meetings, which minutes will be filed with the minutes of the
meetings of the Board.
CGNC_Charter 2/2 CGNC Final 0503