SKYWORKS SOLUTIONS, INC.
2003 Committee Charter : SWKS
NOMINATING COMMITTEE CHARTER
A. PURPOSE AND SCOPE
The primary function of the Nominating Committee (the "Committee") is to assist the Board of Directors (the "Board") by: (i) assessing the appropriate size and membership needs of the Board; (ii) identifying and recommending potential candidates to the Board, and (iii) evaluating candidates to serve as directors of the Corporation.
The Committee shall be comprised of all members of the Board, and the Chairman of the Board shall serve as Chairman of the Nominating Committee.
C. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Committee shall:
1. Evaluate from time to time the appropriate size (number of members) of the Board and recommend any increase or decrease in size.
2. Review the desired experience, skills and other qualifications of Board members to assure appropriate Board composition in light of specific needs of the Corporation.
3. Identify and recommend qualified candidates for membership on the Board. Any candidate for Board membership must be approved by a majority of the independent directors.
4. Conduct interviews and meetings with such candidates and their references in order to evaluate their candidacy.
5. Plan for continuity of the Board as existing members retire or rotate off the Board.
6. Evaluate the performance of current Board members proposed for reelection, and recommend to the Board whether members of the Board shall stand for reelection.
7. Prepare, not less frequently than every three years, for approval and adoption by the Board, a list of selection criteria to be used by the Committee for Board membership.
8. Periodically review matters involving general operation of the Board and corporate governance for the Corporation, and make recommendations to the Board as appropriate on such matters.
Nominating Committee Charter
9. Recommend annually nominees for appointment to committees of the Board.
10. Have the authority to retain a search firm to be used to identify director candidates and have authority to approve such search firm's fees and other retention terms.
11. Review and assess the adequacy of this Charter periodically as conditions dictate, but at least annually.
The Committee shall meet as necessary but at least once per year. The Committee may invite members of management or others to attend Committee meetings and provide pertinent information as the Committee may request on the issues under consideration. Meetings can be called by the Chairman of the Committee at the request of any member of the Committee or any member of the Board. At all Committee meetings, a majority of the then-current members of the Committee shall constitute a quorum. If less than a quorum is available for a given meeting, the Board may, in its discretion, delegate the responsibilities of the Committee to the available members of the Committee.
The Committee shall keep written minutes of its meetings and record such minutes with the books and records of the Corporation. Minutes of each meeting will be distributed to the members of the Board and the Secretary of the Corporation.
E. INDEPENDENT ADVICE
The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities and duties as described above, and may seek and retain accounting, legal, recruitment or other expert advice from a source independent of management, at the expense of the Corporation, with the knowledge of the Chairman of the Board and the Chief Executive Officer of the Corporation.
2 Nominating Committee Charter