2003 Nominating Charter: COMS3Com Corporation
Nominating and Governance Committee
I. Mission. 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 3Com stockholders.
II. Membership. The Committee should be composed of at least two independent directors.
III. Responsibilities. The responsibilities of the Committee in the areas of Nominating and Corporate Governance shall be to:
Develop 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;
Make recommendation 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;
Review director candidates submitted by stockholders;
Appoint directors to committees and suggest rotations for chairpersons of committees of the Board as it deems desirable from time to time; and
Determine, acting through the Chairman and the CEO, the effect of other directors' change in employment status and request the Board to consider and accept resignation if necessary.
Regularly review issues and developments related to corporate governance issues and formulate and recommend governance standards to the Board;
Make recommendations to the Board regarding committee structure and delegated responsibilities to be included in the charter of each board committee;
Evaluate and recommend any revisions to board and committee meeting policies and logistics;
Consider and recommend changes in the size of the Board; and
On a bi-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 governance and operating practices and the 3Com Board Guidelines on Corporate Governance Issues.
IV. Meetings. The Committee will meet a minimum of twice per year and more frequently as circumstances require.
July 18, 2002