2003 Committee Charter : NSCN

CHARTER OF THE
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
AS ADOPTED BY THE BOARD OF DIRECTORS
NOVEMBER 4, 2003
1. The purpose of the Nominating and Corporate Governance Committee (the
"Committee") of the Board of Directors (the "Board") of NetScreen Technologies, Inc. (the
"Company") is to:
  • Develop, recommend and periodically evaluate corporate governance guidelines
    (the "Guidelines") for the Company consistent with the rules and regulations of
    the Securities and Exchange Commission and The Nasdaq Stock Market, as they
    may be amended from time to time (the "Rules"), including the responsibilities
    and duties of the Board, Board committees (including the Committee) and
    management of the Company, and advise the Board on corporate governance
    matters generally;
  • Develop, recommend and periodically evaluate a Code of Business Conduct and
    Ethics (the "Code of Ethics") for the Company consistent with the Rules, that
    addresses ethical guidelines for the Company's employees, directors and officers;
  • Develop, recommend and periodically evaluate a Code of Ethics for Chief
    Executive Officer and Senior Financial Personnel (the "Code of Ethics for Senior
    Financial Personnel") for the Company consistent with the Rules, that addresses
    ethical guidelines for the Company's Chief Executive Officer and senior financial
    personnel;
  • Identify, consider and recommend to the Board candidates for membership on the
    Board, both to fill vacancies that may occur from time to time and for election at
    meetings of stockholders of the Company;
  • Evaluate, as applicable, the adherence by members of the Board, Board
    committees (including the Committee) and management of the Company to the
    Guidelines, the Code of Ethics and the Code of Ethics for Senior Financial
    Personnel; and
    NetScreen Nominating and
    Corporate Governance Committee Charter
  • Review and make recommendations regarding the structure and composition of
    the Board and Board committees.
    2. The Committee shall fulfill these functions primarily by carrying out the activities
    enumerated in Part IV of this charter.
    3. The Committee shall have the authority to obtain advice and assistance from
    internal or external legal or other advisors at the Company's expense. In order to carry out its
    nominating duties, the Committee shall have the sole authority to retain and terminate any search
    firm to be used to identify director candidates, including the sole authority to approve such firm's
    fees and other retention terms.
    II. Membership
    1. All members of the Committee will be appointed by, and shall serve at the
    discretion of, the Board. 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.
    2. The Committee shall consist of not less than two members of the Board, with the
    exact number being determined by the Board. Each member of the Committee shall meet the
    independence requirements set forth in the listing regulations of The Nasdaq Stock Market.
    III. Meetings and Minutes
    1. Meetings of the Committee shall be held from time to time, as determined by the
    Committee. In accordance with the Bylaws of the Company, the Committee may take action by
    unanimous written consent. A majority of the members of the Committee shall constitute a
    quorum for action to be taken by the Committee.
    2. The Committee shall keep minutes of its proceedings and copies of its actions by
    unanimous written consent, which minutes and consent actions shall be retained with the minutes
    of the proceedings of the Board. The Committee shall report to the Board at the next meeting of
    the Board following the meeting of the Committee.
    IV. Responsibilities and Duties
    The following shall be the principal responsibilities and duties of the Committee. These
    items are set forth as a guide, with the understanding that the Committee may supplement them
    as appropriate and may establish policies and procedures from time to time that it deems
    necessary or advisable in fulfilling its responsibilities.
    NetScreen Nominating and
    Corporate Governance Committee Charter
    1. Corporate Governance Duties
  • Evaluate changes in legal and regulatory requirements applicable to the Company
    and develop and recommend to the Board the Company's Guidelines, which
    address matters such as director qualification and service standards, duties and
    responsibilities of directors and committees, director access to management and
    independent advisors, director orientation and continuing education, management
    succession, and evaluation of Board performance;
  • Periodically review the structure and composition of the Board and its committees
    and make recommendations to the Board regarding the structure and operations,
    size, and composition of the Board and Board committees, committee member
    qualifications, and committee member appointment and removal;
  • Periodically review with the Chief Executive Officer and the Board the Chief
    Executive Officer's succession plans for executive officers;
  • Develop and recommend to the Board the Company's Code of Ethics which
    addresses matters such as conflicts of interest, corporate opportunities,
    maintaining the confidentiality of non-public information, competition and fair
    dealing, protection and proper use of company assets, compliance with applicable
    laws, rules and regulations, reporting of illegal or unethical behavior and
    compliance standards and procedures;
  • Develop and recommend to the Board the Company's Code of Ethics for Senior
    Financial Personnel which addresses matters such as conflicts of interest,
    maintaining the confidentiality of non-public information, protection and proper
    use of company assets, compliance with applicable laws, rules and regulations,
    reporting of illegal or unethical behavior and compliance standards and
    procedures;
  • Review and assess on at least an annual basis the adequacy of this charter, the
    Guidelines, the Code of Ethics and the Code of Ethics for Senior Financial
    Personnel, and recommend revisions for approval by the Board;
  • Periodically review the business interests and business activities of members of
    the Board and management for compliance with the Code of Ethics and the Code
    of Ethics for Senior Financial Personnel, as applicable; and
  • Review, recommend and oversee the periodic review of the Company's corporate
    anti-takeover measures, including a Stockholder Rights Plan.
    NetScreen Nominating and
    Corporate Governance Committee Charter
    2. Nominating Duties
  • Identify and recruit qualified candidates for membership on the Board;
  • Recommend to the Board all nominees to become Board members before they are
    appointed by the Board to fill vacancies or proposed by the Board for election by
    the stockholders;
  • Determine on an annual basis the desired qualifications, expertise and
    characteristics of the Board, with the goal of developing a diverse and
    experienced Board;
  • Consider nominations properly submitted by the Company's stockholders in
    accordance with the procedures set forth in the Company's Bylaws or otherwise
    approved by this Committee; and
  • Oversee inquiries into the backgrounds and qualifications of potential candidates
    for membership on the Board.
    3. Compliance Duties
  • Evaluate the Committee's composition and performance on an annual basis;
  • Evaluate the performance of the Board and other Board committees on an annual
    basis;
  • Review, and recommend that the Board consider and approve, the Company's
    Insider Trading Policy, and any changes therein;
  • Oversee the implementation and maintenance of an orientation program for new
    directors and a continuing education program for all directors;
  • Establish any policies or procedures for the retirement or replacement of Board
    members;
  • Determine such Company policies or processes regarding director nomination as
    may be required from time to time by the Rules; and
  • Determine such Company policies or processes regarding stockholder
    communication with directors as may be required from time to time by the Rules.