APPLE COMPUTER, INC.
2003 Committee Charter : AAPL
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
The purpose of the Nominating and Corporate Governance Committee of the Board of
Directors of Apple Computer, Inc. shall be:
identification, selection and qualification of the Board of Directors and candidates nominated to
the Board of Directors;
The Committee shall consist of three or more directors designated as members of the
Nominating and Corporate Governance Committee by the full Board of Directors. The
Committee shall be appointed by, and will serve at the discretion of, the Board of Directors.
Each member shall be "independent" in accordance with applicable law, including the rules and
regulations of the Securities and Exchange Commission and the rules of the Nasdaq Stock
The responsibilities of the Committee shall be:
criteria for screening and selecting nominees to the Board of Directors;
persons to be nominated for membership on the Board of Directors and to be elected by
the Board to fill vacancies and newly created directorships;
vacancy on the Board of Directors;
performance evaluation process of the Board and its committees;
evaluation process including the evaluation of the Committee itself;
determining whether to recommend that they be nominated for reelection;
Directors concerning the size, structure and composition of the Board of Directors and its
compensation for members of the Board of Directors and its committees;
Directors from time to time;
frequently if appropriate, and recommending any proposed changes to the Board of
The Committee shall report regularly to the Board of Directors. The Committee shall
have authority to delegate any of its responsibilities to subcommittees as it may deem appropriate
in its sole discretion and to retain, terminate and obtain advice, reports or opinions from search
firms or other internal or outside advisors and legal counsel in the performance of its
responsibilities, and shall have the sole authority to approve related fees and retention terms.
The Committee may establish its own schedule for meetings throughout the year, and shall
determine the number of meetings necessary and proper for the conduct of its business.
The Committee shall maintain written minutes of its meetings, which minutes shall be filed
with the minutes of the meetings of the Board of Directors.