COHU, INC. NOMINATING AND GOVERNANCE COMMITTEE CHARTER
2004 Committee Charter : COHU
The purpose of the Nominating and Governance Committee (the "Committee") of the Board of Directors (the
"Board") of Cohu, Inc. ("Cohu") is:
1. To identify individuals qualified to become Board members, consistent with criteria approved by
2. To oversee the organization of the Board to discharge the Board's duties and responsibilities
properly and effectively;
3. To ensure that proper attention is given, and effective responses are made, to stockholder
concerns regarding corporate governance; and
4. To perform such other duties and responsibilities as are enumerated in and consistent with this
II. Membership and Procedures
1. Membership and Appointment. The Committee shall consist of such number of members of the
Board as shall be determined from time to time by the Board based on recommendations from the
Committee, if any. The members of the Committee shall be appointed by the Board upon the
recommendation of the Committee.
2. Removal. The entire Committee or any individual Committee member may be removed from
office with or without cause by the affirmative vote of a majority of the Board. Any Committee member
may resign upon giving oral or written notice to the Chairman of the Board, the Corporate Secretary or the
Board, which resignation shall be effective at the time such notice is given (unless the notice specifies a
later time for the effectiveness of such resignation). If the resignation of a Committee member is effective
at a future time, the Board may elect a successor to take office when the resignation becomes effective.
3. Chairperson. A chairperson of the Committee (the "Chairperson") may be designated by the
Board based upon recommendations by the Committee, if any. In the absence of such designation, the
members of the Committee may designate the Chairperson by majority vote of the full Committee
membership. The Chairperson shall determine the agenda, the frequency and the length of meetings and
shall have unlimited access to management and information. Such Chairperson shall establish such other
rules as may from time to time be necessary and proper for the conduct of the business of the Committee.
The Chairperson shall preside over any executive sessions of non-management or independent directors.
4. Secretary. The Committee may appoint a Secretary whose duties and responsibilities shall be to
keep full and complete records of the proceedings of the Committee for the purposes of reporting
Committee activities to the Board and to perform all other duties as may from time to time be assigned to
him or her by the Committee, or otherwise at the direction of a Committee member. The Secretary need
not be a director.
5. Independence. Each member shall be independent within the meaning of any applicable law or
stock exchange listing standard or rule, as determined by the Board.
6. Delegation. The Committee may, by resolution passed by a majority of the Committee,
designate one or more subcommittees, each subcommittee to consist of one or more members of the
Committee. Any such subcommittee, to the extent provided in the resolutions of the Committee and to the
extent not limited by applicable law or stock exchange listing standard, shall have and may exercise all the
powers and authority of the Committee. Each subcommittee shall have such name as may be determined
from time to time by resolution adopted by the Committee. Each subcommittee shall keep regular minutes
of its meetings and report the same to the Committee or the Board when required.
7. Authority to Retain Advisers. In the course of its duties, the Committee shall have sole
authority, at Cohu's expense, to engage and terminate consultants or search firms, as the Committee deems
advisable, to identify Director candidates, including the sole authority to approve the consultant or search
firm's fees and other retention terms.
8. Evaluation. The Committee shall undertake an annual evaluation assessing its performance with
respect to its purposes and its duties and tasks set forth in the charter, which evaluation shall be reported to
the Board. In addition, the Committee shall lead the Board in an annual self-evaluation process, including
the self-evaluation of each Board committee, and report its conclusions and any further recommendations
to the Board.
III. Meeting and Procedures
The Committee shall convene at least two times each year. A majority of the Committee members shall be
present to constitute a quorum for the transaction of the Committee's business. The Committee shall report to the
full Board with respect to its activities.
IV. Roles and Responsibilities
The following shall be the common recurring duties and responsibilities of the Committee in carrying out its
oversight functions. These duties and responsibilities are set forth below as a guide to the Committee with the
understanding that the Committee may alter or supplement them as appropriate under the circumstances to the
extent permitted by applicable law or stock exchange listing standard.
1. Board of Directors and Board Committee Composition
(a) Annually, the Committee shall assess the size and composition of the Board in light of
the operating requirements of Cohu and existing attitudes and trends.
(b) The Committee shall develop membership qualifications for the Board of Directors and
all Board committees.
(c) The Committee shall monitor compliance with Board and Board committee membership
(d) Annually, the Committee shall review and recommend Directors for continued service
as required based on evolving needs of Cohu and existing attitudes and trends.
(e) The Committee shall coordinate and assist management and the Board of Directors in
recruiting new members to the Board.
(f) Annually, the Committee and the Board shall evaluate the performance of the Chairman
of the Board and CEO. To conduct this review, the chairpersons of this Committee and of the
Compensation Committee shall gather and consolidate input from all directors in executive
session and then, based on the factors as are deemed appropriate, such chairpersons shall present
the results of the review to the Board and to the Chairman and CEO in a private feedback session.
(g) The Committee shall investigate suggestions for candidates for membership on the
Board, including stockholder nominations, and shall recommend prospective directors, as
required, to provide an appropriate balance of knowledge, experience and capability on the Board.
2. The Committee shall identify best practices and develop and recommend corporate governance
principles applicable to Cohu.
3. The Committee shall review proposed changes to Cohu's charter or bylaws, or Board committee
charters, and make recommendations to the Board.
4. The Committee shall assess periodically and recommend action with respect to stockholder rights
plans or other stockholder protections.
5. The Committee shall recommend Board committee assignments.
6. The Committee shall review and approve any employee director standing for election for outside
for-profit or non-profit boards of directors.
7. The Committee shall review governance-related stockholder proposals and recommend Board
8. The Chairperson of the Committee shall receive communications directed to non-management
9. The Committee shall oversee the evaluation of the Board and Board Committees.
10. The Committee shall conduct a preliminary review of director independence and the financial
literacy and expertise of Audit Committee members in order to assist the Board in its determinations
relating to such matters.