Nominating & Governance Committee

Charter for  the Board of Directors of Intevac, Inc.

Approved July 22, 2004




The primary focus of the Nominating and Governance Committee (the "Committee") is on the broad range of issues surrounding the composition and operation of the Board of Directors (the "Board"). The Committee provides assistance to the Board, the Chairman and the CEO in the areas of membership selection, committee selection and rotation practices, evaluation of the overall effectiveness of the Board, and review and consideration of developments in corporate governance practices. The Committee's goal is to assure that the composition, practices, and operation of the Board contribute to value creation and effective representation of Intevac stockholders.




The Nominating and Governance Committee members will be appointed by, and will serve at the discretion of, the Board of Directors. The Committee should be composed of at least two directors. The members of the Committee shall meet the independence requirements of the listing standards of the Nasdaq National Market.




The responsibilities of the Committee in the areas of Nominating and Corporate Governance shall be to:



    1. Assist in developing a Board, which is diverse in nature and provides management with experienced and seasoned advisors in fields related to current or future business directions of the Company;
    2. Make recommendations to the Board regarding all nominees for board membership, whether for the slate of director's nominees to be proposed by the Board to the shareholders or any director nominees to be elected by the Board to fill interim director vacancies;
    3. Review director candidates submitted by shareholders;
    4. Recommend the appointment of directors to committees and suggest rotations for chairpersons of committees of the Board as it deems desirable from time to time; and
    5. In conjunction with the Chairman and the CEO, assess the effect of changes in any director’s obligations, conflicts and other circumstances that could negatively impact the director’s ability to serve on the Intevac Board and request the Board to consider and accept the director’s resignation if necessary.


Corporate Governance

    1. Regularly review issues and developments related to corporate governance issues, and formulate and recommend governance guidelines to the Board;
    2. Make recommendations to the Board regarding committee structure and delegated responsibilities, to be included in the charter of each board committee;
    3. Evaluate and recommend any revisions to board and committee meeting policies and logistics;
    4. Consider and recommend changes in the size of the Board;
    5. On an annual basis, solicit input from the Board and conduct a review of the effectiveness of the operation of the Board and its committees, including reviewing corporate governance practices and issues, if any.
    6. On at least an annual basis, meet to review the Committee’s own performance; and
    7. On an annual basis review and approve the Corporate Governance Audit and ensure corrective action is taken, if required.


Conflicts of Interest

    1. Review and approve the Company’s Code of Business Conduct and Ethics;
    2. Consider questions of possible conflicts of interest of members of the Board of Directors and of corporate officers; and
    3. Review actual and potential conflicts of interest of members of the Board of Directors and corporate officers, and resolve any such matters.




The Committee will meet a minimum of twice per year and more frequently as circumstances require.




The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.