NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
of the Nominating and Corporate Governance Committee
of SYMBOL TECHNOLOGIES, INC.
This Nominating and Corporate Governance Committee Charter (the “Charter”) was
adopted by the Board of Directors (the “Board”) of Symbol Technologies, Inc. (the
unanimous written consent as of
The purpose of the Nominating and Corporate Governance Committee (the
“Committee”) of the Board is to assist the Board in discharging the Board’s responsibilities
(a) the identification of qualified candidates to become Board members;
(b) the selection of nominees for election as directors at the next annual meeting of
stockholders (or special meeting of stockholders at which directors are to be elected);
(c) the selection of candidates to fill any vacancies on the Board;
(d) the development and recommendation to the Board of a set of corporate
governance guidelines and principles applicable to the Company (the “Corporate Governance
(e) oversight of the evaluation of the board and management.
In addition to the powers and responsibilities expressly delegated to the Committee in
this Charter, the Committee may exercise any other powers and carry out any other
responsibilities delegated to it by the Board from time to time consistent with the Company’s
certificate of incorporation or bylaws. The powers and responsibilities delegated by the Board to
the Committee in this Charter or otherwise shall be exercised and carried out by the Committee
as it deems appropriate without requirement of Board approval, and any decision made by the
Committee (including any decision to exercise or refrain from exercising any of the powers
delegated to the Committee hereunder) shall be at the Committee’s sole discretion. While acting
within the scope of the powers and responsibilities delegated to it, the Committee shall have and
may exercise all the powers and authority of the Board. To the fullest extent permitted by law,
the Committee shall have the power to determine which matters are within the scope of the
powers and responsibilities delegated to it.
The Committee shall be comprised of two or more directors, as determined by the Board,
each of whom (a) satisfies the independence requirements of the New York Stock Exchange, and
(b) has experience, in the business judgment of the Board, that would be helpful in addressing
the matters delegated to the Committee.
The members of the Committee, including the Chair of the Committee, shall be appointed
by the Board. Committee members may be removed from the Committee, with or without cause,
by the Board.
III. Meetings and Procedures
The Chair (or in his or her absence, a member designated by the Chair) shall preside at
each meeting of the Committee and set the agendas for Committee meetings. The Committee
shall have the authority to establish its own rules and procedures for notice and conduct of its
meetings so long as they are not inconsistent with any provisions of the Company’s certificate of
incorporation or bylaws that are applicable to the Committee.
The Committee shall meet on a regularly scheduled basis at least two times per year and
more frequently as the Committee deems necessary or desirable.
All non-management directors that are not members of the Committee may attend and
observe meetings of the Committee, but shall not participate in any discussion or deliberation
unless invited to do so by the Committee, and in any event shall not be entitled to vote. The
Committee may, at its discretion, include in its meetings members of the Company’s
management or any other person whose presence the Committee believes to be desirable and
appropriate. Notwithstanding the foregoing, the Committee may exclude from its meetings any
person it deems appropriate, including, but not limited to, any non-management director that is
not a member of the Committee.
The Committee may retain any independent counsel, experts or advisors that the
Committee believes to be necessary, desirable or appropriate. The Committee may also use the
services of the Company’s regular legal counsel or other advisors to the Company. The
Company shall provide for appropriate funding, as determined by the Committee, for payment of
compensation to any such persons employed by the Committee and for ordinary administrative
expenses of the Committee that are necessary or appropriate in carrying out its duties. The
Committee shall have sole authority to retain and terminate any search firm to be used to identify
director candidates, including sole authority to approve such search firm’s fees and other
The Chair shall report to the Board regarding the activities of the Committee at
appropriate times and as otherwise requested by the Chairman of the Board.
The Committee may conduct or authorize investigations into any matters within the scope
of the powers and responsibilities delegated to the Committee.
IV. Duties and Responsibilities
1. (a) At an appropriate time prior to each annual meeting of stockholders at which
directors are to be elected or reelected, the Committee shall (i) review with the Board the
appropriate characteristics, skills and experience required for the Board as a whole and its
individual members and (ii) recommend to the Board for nomination by the Board such
candidates as the Committee, in the exercise of its judgment, has found to be well qualified and
willing and available to serve.
(b) At an appropriate time after a vacancy arises on the Board or a director advises
the Board of his or her intention to resign, the Committee shall recommend to the Board for
appointment by the Board to fill such vacancy, such prospective member of the Board as the
Committee, in the exercise of its judgment, has found to be well qualified and willing and
available to serve.
(c) For purposes of (a) and (b) above, each candidate nominee must possess
fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of
integrity, fairness and responsibility and the Committee may consider the following criteria,
among others the Committee shall deem appropriate, in recommending candidates for election to
(i) personal and professional integrity, ethics and values;
(ii) experience in corporate management, such as serving as an officer or
former officer of a publicly held company;
(iii) experience in the Company’s industry and with relevant social policy
(iv) experience as a board member of another publicly held company;
(v) the nature of and time involved in a candidate’s service on other boards
(vi) academic expertise in an area of the Company’s operations;
(vii) the candidate’s compliance, or ability to comply, with the Company’s
stock ownership policy for directors, if any, as set forth in the Corporate
Governance Guidelines; and
(viii) practical and mature business judgment;
(d) The foregoing notwithstanding, if the Company is legally required by contract or
otherwise to permit a third party to designate one or more of the directors to be elected or
appointed (for example, pursuant to rights contained in a Certificate of Designation of a class of
preferred stock to elect one or more directors upon a dividend default), then the nomination or
appointment of such directors shall be governed by such requirements.
2. At an appropriate time prior to each annual meeting of stockholders at which
directors are to be reelected, the Committee shall review the performance of each current director
(including, without limitation, the director’s past attendance at meetings and participation in and
contribution to the activities of the Board) and shall consider the results of such evaluation when
determining whether or not to recommend the nomination of such director for an additional term.
3. In appropriate circumstances, the Committee, in its discretion, shall consider and
may recommend the removal of a director for cause, in accordance with the applicable
provisions of the Company’s certificate of incorporation, bylaws and Corporate Governance
4. The Committee shall establish evaluation criteria and implement a process for the
Board’s annual review of its performance (including its composition and organization) and the
performance of management. The Committee shall oversee the Board in such annual reviews
and will make appropriate recommendations to improve performance. The Committee’s annual
assessment should include a review of any areas in which the Board or management believes the
Board can make a better contribution to the governance of the Company, as well as a review of
the committee structure and an assessment of the Board’s compliance with the principles set
forth in the Corporate Governance Guidelines. The purpose of the review will be to improve the
performance of the Board as a unit, and not to target the performance of any individual Board
member. The Committee will utilize the results of the Board evaluation process in assessing and
determining the characteristics and critical skills required of prospective candidates for election
to the Board.
5. The Committee may make recommendations to the Board regarding governance
matters, including, but not limited to, the Company’s certificate of incorporation, bylaws, this
Charter, the charters of the Company’s other Board committees, the Statement of Corporate
Policy and Code of Conduct and the Corporate Governance Guidelines.
6. The Committee shall develop and recommend to the Board the Corporate
Governance Guidelines. Thereafter, the Committee shall be responsible for reviewing and
recommending to the Board, on a regular basis, revisions to such Corporate Governance
7. The Committee shall develop and recommend to the Board a policy regarding the
consideration of director candidates recommended by the Company’s security holders and
procedures for submission by security holders of director nominee recommendations.
8. The Committee shall recommend to the Board directors to serve on the Board’s
various committees. Such recommendations shall be based on the requirements set forth in the
Corporate Governance Guidelines and the applicable committee charter and such other criteria as
the Committee shall determine in its business judgment.
9. The Committee shall work on a periodic basis with the Chairman of the Board
and the Chief Executive Officer (the “CEO”) of the Company to review, maintain and revise, if
necessary, the Company’s succession plan upon the CEO’s retirement and in the event of an
10. When a director, including any director who is an officer or employee of the
Company, resigns or materially changes his or her position with his or her employer, the
Committee shall recommend to the Board whether the Board should accept or reject such
director’s resignation from the Board.
11. As necessary, the Committee shall consider and recommend to the Board if the
Company should have a general policy that no director may stand for election to the Board after
reaching a certain age and if the Company has such a general policy the Committee shall
consider and recommend to the Board if exceptions should be made to that general policy.
12. The Committee shall evaluate its own performance on an annual basis, including
its compliance with this Charter, and provide the Board with any recommendations for changes
in procedures or policies governing the Committee. The Committee shall conduct such
evaluation and review in such manner as it deems appropriate.
13. The Committee shall periodically report to the Board on its findings and actions.
14. The Committee shall review and reassess this Charter once each calendar year and
submit any recommended changes to the Board for its consideration.
V. Delegation of Duties
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of
its responsibilities to a subcommittee of the Committee, to the extent consistent with the
Company’s certificate of incorporation, bylaws, Corporate Governance Guidelines and
applicable law and rules of markets in which the Company’s securities then trade.
VI. Disclosure of Charter
This Charter shall be made available on the Company’s website at “www.symbol.com”
and to any stockholder who otherwise requests a copy. The Company’s Annual Report to
Stockholders shall state the foregoing.