Charter of the Nominating and Corporate Governance Committee of the Board of Directors of Seagate Technology
August 5, 2004
The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors of Seagate Technology (the “Company”) shall provide assistance to the Board of Directors in fulfilling its responsibility to shareholders and potential shareholders of the Company and the investment community by:
Identifying individuals qualified to become directors and selecting, or recommending that the Board of Directors select, the candidates for all directorships to be filled by the Board of Directors or by the Company’s shareholders;
Reviewing and making recommendations to the Board with respect to any shareholder proposal that relates to corporate governance, including a director nomination by a shareholder;
Recommending to the Board of Directors a set of corporate governance principles applicable to the Company and overseeing the implementation of those principles;
Overseeing the evaluation of the Board of Directors and the senior executive staff (Executive Vice President level and above) (the “Senior Executives”) of the Company;
Overseeing the continuity planning for the Senior Executives of the Company; and
Otherwise taking a leadership role in shaping the corporate governance of the Company.
STRUCTURE AND OPERATIONS:
Composition and Qualifications:
The Committee shall be comprised of three (3) non-management members of the Board of Directors.
Appointment and Removal:
The members of the Committee shall be appointed by the Board of Directors, and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.
Unless a Chairman is elected by the full Board of Directors, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman shall be entitled to cast a vote to resolve any ties. The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings.
Delegation to Subcommittees:
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.
The Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Chairman of the Committee or any member of the Committee may call meetings of the Committee. All meetings of the Committee may be held telephonically.
The Committee may invite to its meetings any director, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.
The following functions shall be commonly recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter:
Board Selection, Composition and Evaluation:
Establish criteria for the selection of new directors to serve on the Board of Directors.
Identify individuals believed to be qualified as candidates to serve on the Board of Directors and select, or recommend that the Board of Directors select, the candidates for all directorships to be filled by the Board of Directors or by the shareholders at an annual or special meeting.
Review and make recommendations to the full Board of Directors, or determine, whether members of the Board of Directors should stand for re-election. Consider matters relating to the retirement of directors, including term limits or age caps.
Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates to serve on the Board of Directors. In that connection, the Committee shall have sole authority to retain and to terminate any search firms to be used to assist it in identifying candidates to serve as directors of the Company, including sole authority to approve the fees payable to such search firm and any other terms of retention.
Consider questions of independence and possible conflicts of interest of members of the Board of Directors and executive officers of the Company.
Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board of Directors in order to ensure that the Board of Directors has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.
Oversee the Company's process for the evaluation of the Board of Directors.
Committee Selection and Composition:
Recommend members of the Board of Directors to serve on the committees of the Board of Directors. In making such recommendations, the Committee shall, to the extent required by applicable exchange listing standards, and may, to the extent it otherwise deems appropriate, consider whether the service of a member of the Board of Directors as a member of the boards of directors of other companies and/or any committees thereof would impair the ability of such member to effectively serve on any committee of the Board of Directors.
Establish, monitor and recommend the purpose, structure and operations of the various committees of the Board of Directors, the qualifications and criteria for membership on each committee of the Board of Directors and, as circumstances dictate, make any recommendations regarding periodic rotation of directors among the committees and impose any term limitations of service on any committee of the Board of Directors..
Recommend to the Board of Directors a set of corporate governance principles applicable to the Company and oversee implementation of those principles.
K. Consider policies relating to meetings of the Board of Directors. This may include meeting schedules and locations, meeting agendas and procedures for delivery of materials in advance of meetings.
Evaluation of Senior Executives’ Performance/Continuity and Succession Planning:
Oversee the evaluation of the Company’s Senior Executives’ performance.
Oversee and approve the Senior Executives’ continuity and succession planning. Review and evaluate the succession plans relating to the Chief Executive Officer and other Senior Executives’ positions and make recommendations to the Board of Directors with respect to the selection of individuals to occupy these positions.
Report regularly to the Board of Directors (i) the results of each meeting of the Committee following such meeting, (ii) such other matters as are relevant to the Committee’s discharge of its duties and (iii) such recommendations as the Committee shall deem appropriate.
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter.