CORPORATE GOVERNANCE/NOMINATING COMMITTEE CHARTER
Rambus Inc. (the "Company") has an obligation to the shareholder community to ensure that consistent corporate guidance and oversight is maintained. The purpose of the Corporate Governance/Nominating Committee is to develop and maintain principles of governance that will provide continuity in, and adequate levels of, corporate oversight.
Without limiting its scope, the Committee's roles and responsibilities will include the following activities:
On an ongoing basis, evaluate the composition, organization and governance of the board and its committees, determine future requirements and make recommendations to the board for approval.
Annually oversee the evaluation of the effectiveness of the Board and each standing committee and report its findings to the Board.
Determine on an annual basis desired board qualifications, expertise and characteristics and conduct searches for potential board members with corresponding attributes. Evaluate and propose nominees for election to the board. In performing these tasks the Nominating and Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates.
Oversee the board performance evaluation process including conducting surveys of director observations, suggestions and preferences.
Form and delegate authority to subcommittees when appropriate.
Evaluate and make recommendations to the board concerning the appointment of directors to board committees, the selection of board committee chairs, and proposal of the board slate for election. Consider shareholder nominees for election to the board.
Evaluate and recommend termination of membership of individual directors in accordance with the board's governance principles, for cause or for other appropriate reasons.
Conduct an annual review on succession planning, report its findings and recommendations to the board, and work with the board in evaluating potential successors to executive management positions.
Coordinate and approve board and committee meeting schedules.
Review this Charter annually and make recommendations to the board for any proposed changes.
Annually review and evaluate its own performance.
In performing its responsibilities, the Nominating and Governance Committee shall have the authority to obtain advice, reports or opinions from internal or external counsel and expert advisors.
The Committee will regularly update the Board of Directors about Committee activities.
A. Size and membership qualifications
The Committee shall consist of a minimum of three members. Each member shall be "independent," as defined by applicable Nasdaq and SEC rules.
Meetings shall be held at least semiannually.
The Committee shall appoint a Chairperson.