2003 Committee Charter : CCMP

CABOT MICROELECTRONICS CORPORATION
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Purpose
The purpose of the Nominating Committee (the "Committee") is to consider,
report and make recommendations to the Board of Directors (the "Board") of Cabot
Microelectronics Corporation (the "Corporation") on matters relating to the selection,
qualification, and compensation of Directors of the Board and candidates nominated to
the Board, as well as other matters relating to the duties of Directors of the Board, the
operation of the Board, and corporate governance.
Membership
The Committee shall consist of at least three Directors of the Board, all of whom
satisfy the "independence" requirements of relevant law, including rules adopted by the
Securities and Exchange Commission ("SEC"), and the Nasdaq Stock Market
("Nasdaq"). The members shall be appointed by action of the Board and shall serve at
the discretion of the Board.
Committee Organization and Procedures
1. The Chair of the Committee shall be appointed by the Board by majority
vote. The Chair (or in his or her absence, a member designated by the Chair) shall
preside at all meetings of the Committee;
2. The Committee shall have the authority to establish its own rules and
procedures consistent with the bylaws of the Company for notice and conduct of its
meetings, should the Committee, in its discretion, deem it desirable to do so. A majority
of the members of the Committee shall constitute a quorum for the transaction of
business and the action of a majority of the members present at any meeting at which
there is a quorum shall be the act of the Committee;
3. The Committee shall meet as frequently as the Committee in its discretion
deems desirable;
4. The Committee, through its Chair, shall report periodically, as deemed
necessary or desirable by the Committee, but at least annually, to the full Board
regarding the Committee's actions and recommendations, if any;
5. The Committee may, in its discretion, retain and utilize the services of the
Company's regular advisors with respect to matters within its purview or, at its discretion,
retain other advisors if it determines that such or advice is necessary or appropriate
under the circumstances.
6. The Secretary and General Counsel of the Corporation shall serve as the
Secretary of the Committee.
Responsibilities
The Committee shall:
1. Develop and recommend to the Board specific guidelines for selecting
nominees to the Board;
2. Review the qualifications of and approve and recommend to the Board:
(a) those persons to be nominated for membership on the Board who shall
be submitted to the shareholders for election at each Annual Meeting of
Shareholders;
(b) the nominees for Directors to be elected by the Board to fill vacancies and
newly created directorships in connection with an increase in the size of
the Board;
3. Identify and consider potential director candidates in the event of a vacancy
in the Board. The Committee shall seek individuals whose background,
knowledge and experience shall assist the Board in furthering the interests of
the Corporation and its shareholders. In seeking nominees, the Committee
may consider factors such as industry knowledge and experience,
international experience, public company experience, academic or research
institution experience, government entity experience, finance experience,
diversity, current employment, and other board memberships.
4. Periodically review and make recommendations to the Board regarding the
performance of the Board and committees of the Board;
5. Review and make recommendations to the Board regarding the appropriate
size, composition, and classes of the Board;
6. Review and make recommendations to the Board regarding the
compensation of independent Directors for service as Directors and members
of committees of the Board;
7. Review and recommend to the Board tenure and retirement policies for
independent Directors;
8. Review potential conflicts of interest of prospective and current Directors.
Any Director who has a change in employment or other for-profit board
memberships shall notify the Committee of such, offer to tender his or her
resignation, and the Committee shall recommend to the Board whether such
Director should remain on the Board. It is the sense of the Committee and
the Board that Directors should serve as a director of no more than four
publicly traded companies;
9. Review and make recommendations to the Board regarding the composition,
duties and responsibilities of other committees of the Board;
10. Review and make recommendations to the Board regarding succession
planning for the Chief Executive Officer of the Corporation;
11. Review and make recommendations to the Board regarding the function,
structure and operation of the Board.
The Chair of the Committee, in addition to performing responsibilities as Chair attendant
to the responsibilities of the Committee as provided above, shall:
1. Serve as Chair of executive sessions of the Independent Directors of the
Board; and
2. Review with the Chief Executive Officer of the Corporation between regularly
scheduled meetings of the Board the agenda and plan for subsequent
regularly scheduled meetings of the Board.