MACROVISION CORPORATION

CORPORATE GOVERNANCE AND
NOMINATING COMMITTEE CHARTER

          This charter of the Corporate Governance and Nominating Committee (the “Committee”) was adopted by the Board of Directors (the “Board”) of Macrovision Corporation (the “Company”) on April 5, 2004.

I.

PURPOSE

          The purpose of the Committee is to:

 

Advise and make recommendations to the Board on matters concerning corporate governance and directorship practices;

 

 

 

 

Recommend to the Board the director nominees to be proposed by the Company for election at each annual meeting of stockholders;

 

 

 

 

Identify and evaluate potential candidates for membership on the Board and make recommendations regarding overall Board composition;

 

 

 

 

Recommend performance criteria, conduct evaluations and set compensation for Board Members; and

 

 

 

 

Recommend to the Board director nominees for each committee and chairpersons for each committee.

 

 

II.

COMMITTEE MEMBERSHIP

          All members of the Committee will be appointed by, and shall serve at the discretion of, the Board.  Each member shall be elected annually to one-year terms by majority vote of the Board at the first meeting of the Board to be held following the annual meeting of stockholders.  Vacancies on the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy.  No member of the Committee shall be removed except by majority vote of the Independent Directors then in office.  The Board may elect a member of the Committee to serve as the chair of the Committee.  If the Board does not elect a chair, the members of the Committee may designate a chair by majority vote of the Committee membership. 

          The Committee shall consist of three or more members of the Board, with the exact number to be determined by the Board.  All members of the Committee shall qualify as independent directors (“Independent Directors”) as defined under the rules of the Nasdaq Stock Market (or its successor).  All members of the Committee shall also qualify as “non-employee directors” within the meaning of Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, as amended, and shall satisfy any other necessary standards of independence under the federal securities laws.

III.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

          The responsibilities and authority of the Committee are to:

 

1.

Recommend to the Board the director nominees to be proposed by the Company for election at each annual meeting of stockholders.

 

 

 

 

2.

Actively seek individuals qualified to become board members, in compliance with the board composition and selection criteria outlined in Appendix A.  The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms.  The

 

 

 

 

Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors, which advisors will report directly to the Committee.

 

 

 

 

3.

Consider and make recommendation to the Board concerning the appropriate size and needs of the Board and the size, membership and chairing of the Board committees.

 

 

 

 

4.

Advise and make recommendations to the Board on matters concerning corporate governance and directorship practices.

 

 

 

 

5.

Identify and review potential or actual conflicts of interest between Board members and between the Company and other companies on which board a Board member of the Company may serve.

 

 

 

 

6.

Oversee the Board’s annual review of the performance of its directors and consider the performance and qualifications of each director (which criteria will include the nature and amount of each director’s participation in Board and committee affairs, as well as whether the Board collectively has the necessary diversity of skills, backgrounds and experience to meet the Company’s ongoing needs).

 

 

 

 

7.

Periodically review the compensation paid to non-employee directors for annual retainers (including Board and committee chairs), stock options or other equity compensation and meeting fees, if any, and make recommendations to the Board for any adjustments.  No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as such.

 

 

 

 

8.

Form and delegate authority to subcommittees when appropriate.

 

 

 

 

9.

Report to the Board on its findings and actions on a regular basis.

 

 

 

 

10.

Periodically review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval.  This charter will be filed with the Securities and Exchange Commission as part of the Company’s annual proxy statement and will also be available on the Company’s website.

 

 

IV.

MEETINGS AND MINUTES

          Meetings of the Committee shall be held from time to time as determined by the Board, the Committee or the chair of the Committee.  The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), actions without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.  The Committee will maintain written minutes of its meetings and written actions without meetings, which minutes and actions will be filed with the minutes of the meetings of the Board.