2003 Governance Charter: AMCC

CHARTER
OF THE
GOVERNANCE AND NOMINATING COMMITTEE

The Governance and Nominating Committee of the Board of Directors of APPLIED MICRO CIRCUITS CORPORATION shall consist of at least two members of the Board of Directors and shall be charged with the following functions:

Director Qualifications and Assessment

To develop and maintain a current list of the functional needs and qualifications for directors.


To evaluate, and when appropriate, make a recommendation to the Board of Directors as to whether a member of the Board of Directors meets the criteria to qualify as an "independent" director under the applicable rules of NASDAQ, if the Company's common stock is traded on one of NASDAQ's markets, or The New York Stock Exchange, if the Company's common stock is listed on such exchange, or the applicable rules of any other national securities exchange or other self-regulatory organization (within the meaning of such term in the Securities Exchange Act of 1934) on which the Company's common stock may then be listed.


To interview, evaluate, nominate and recommend individuals for membership on the Board of Directors as required.


To recommend the structure, responsibility and composition of the committees of the Board


To retain as necessary and appropriate search firms to assist the Governance and Nominating Committee in identifying candidates for membership on the Board of Directors.


To evaluate nominations by stockholders of candidates for election to the Board of Directors and to make recommendations to the Board of Directors with respect to such candidates.


To evaluate no less often than annually the effectiveness of the Board of Directors, its committees and individual directors, including whether to nominate those directors for re-election by the stockholders.


To evaluate no less often than annually and make a recommendation to the Board of Directors with respect to the compensation of the non-employee members of the Board of Directors.


To oversee the orientation of new members upon election to the Board of Directors.

Board Policies and Planning

To prepare, recommend and establish a process for monitoring compliance with a code of business conduct and ethics, including a conflict of interest policy, for adoption by the Board of Directors.


To prepare, recommend and establish guidelines regarding directors' service on additional boards of directors for adoption by the Board of Directors.


To evaluate, and when appropriate, make a recommendation to the Board of Directors on succession planning with respect to the office of chief executive officer.


To recommend guidelines and policies for corporate governance for adoption by the Board of Directors, including policies furthering open communications among members of the Board of Directors, senior management and outside advisors, requiring regular meetings of the independent directors in executive session and requiring mandatory continuing education of directors in compliance with the applicable rules of NASDAQ (or such other self-regulatory organization as is applicable at the time).

Board Policies and Planning

To perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.


To report on matters concerning the Governance and Nominating Committee to the Board of Directors from time to time, or whenever it shall be called upon to do so. Minutes of each meeting of the Governance and Nominating Committee shall be prepared and distributed to each director of the Company promptly after each meeting.


The operation of the Governance and Nominating Committee shall be subject to the Bylaws as in effect from time to time and Section 141of the Delaware General Corporation Law.


Committee Members
Cesar Cesaratto
Franklin Johnson
Arthur Stabenow