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Charter for the Corporate Governance and Nominating Committee of the Board of Directors of Synopsys, Inc.

The Corporate Governance and Nominating Committee shall identify and recommend to the Board candidates for membership on the Board and Board committees, recommend to the Board candidates for chief executive officer and other principal corporate offices, develop and recommend criteria and policies relating to service and tenure of directors, and oversee matters of corporate governance.

Composition and Term
The Committee shall consist of not less than three directors. The Committee members shall be appointed by the Board and shall serve until their successors are appointed.

Administrative Matters
The Committee shall meet at such times as it determines to be necessary or appropriate, but not less than twice each year and shall report to the Board at the next meeting of the Board following each such Committee meeting.

Duties and Responsibilities
The Committee shall have the following powers and responsibilities:

  1. Recommend to the Board the size and composition of the Board and the size, composition and functions of the Board committees;

  2. Adopt criteria to be used in reviewing and screening potential candidates to become Board members;

  3. Establish procedures for identifying candidates for the Board and periodically review potential candidates;

  4. Engage third parties to conduct searches for director candidates;

  5. Review and make recommendations for nominees to the Board of Directors;

  6. Submit to the Board, after such consultation with the chief executive officer as the Committee deems appropriate, candidates for director to the extent appropriate in connection with Board expansions and director resignations or retirements;

  7. Submit to the Board annually candidates for membership on Board committees and for chairperson of each committee;

  8. Consider and recommend to the Board candidates for successor to the chief executive officer, president/COO and chief financial officer of the Company and, as may be agreed with the CEO, other principal corporate offices when vacancies shall occur in those offices;

  9. Establish criteria for evaluating the performance of directors and the Board as a whole;

  10. Monitor and make recommendations to the Board on matters of Board policies and practices, including policies on director service and tenure;

  11. Recommend to the Board removal of a director where appropriate;

  12. Review and make recommendations to the Board regarding proposals of stockholders that relate to corporate governance and stockholder proposals for nominations to the Board;

  13. Review the performance of the chief executive officer and such other senior managers of the company that the Committee, in consultation with the chief executive officer, deems appropriate;

  14. Review and make recommendations to the Board with respect to the adoption of governance policies and principles for the Company;

  15. Review all Board committees' charters and recommendations regarding their number, structure, membership and function;

  16. Review such other matters relating to management of the Company as the Committee deems appropriate; and

  17. Adopt such changes to this Charter as the Committee deems appropriate.


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Last Modified: Feb 24, 2006