2003 Nominating Charter: BMC


Nominating Committee Charter
April 2003

Purpose
The Nominating Committee of BMC Software, Inc. is appointed by the Board of Directors to assist it in maintaining an effective Board membership.

Membership
The Nominating Committee will consist of three or more members of the Board. Every member of the Nominating Committee must meet the independence requirements of the New York Stock Exchange, any other regulatory requirements applicable to the Company and any additional independence requirements set forth in the Company's Corporate Governance Guidelines. The members of the Nominating Committee may be replaced by the Board at any time.

Authority and Responsibilities

The Nominating Committee assesses the appropriate balance of skills, characteristics and perspectives required of an effective Board.
The Nominating Committee identifies and screens candidates for Board membership utilizing the Board membership criteria set forth in the Company's Corporate Governance Guidelines. The Nominating Committee recommends qualified director candidates to the full Board. When formulating its Board membership recommendations, the Nominating Committee will consider any advice and recommendations offered by other Board members or the Company's stockholders.
The Nominating Committee designs a comprehensive orientation to acquaint new directors with the Company's strategy, long-range plans, financial statements, significant accounting policies, products and operations, corporate governance guidelines, policies and code of ethics.
The Nominating Committee periodically reassesses the adequacy of the Board's size.
The Nominating Committee has the authority to retain and terminate advisors to assist in discharging its duties including the authority to approve such advisors' fees and retention terms.
The Nominating Committee provides a report of its meetings and activities to the full Board on a regular basis.
Organization

The Nominating Committee meets as frequently as necessary to fulfill its responsibilities.
A quorum of the Nominating Committee consists of a majority of its members. All actions of the Nominating Committee must be approved by a majority vote of the members present, unless there are only two members present, in which case such actions require a unanimous vote.
Voting may be conducted verbally and the results, together with all other business conducted at each meeting, will be recorded in the minutes of the meeting.
In conjunction with the Corporate Governance Committee and its evaluation process, the Nominating Committee annually reviews its own performance and the adequacy of this Charter.
Members of the Nominating Committee
Tom C. Tinsley, Chairman
Garland Cupp
John W. Barter
L.W. Gray