NOMINATING AND GOVERNANCE COMMITTEE CHARTER

 

PURPOSE:

The purpose of the Nominating and Governance Committee is to ensure that the Board of Directors (the "Board") is properly constituted to meet its fiduciary obligations to shareholders and the Company and that Komag, Incorporated (the "Company") has and follows appropriate governance standards. To carry out this purpose, the Nominating and Governance Committee shall: (1) assist the Board by identifying prospective director nominees and to recommend to the Board the director nominees for the next annual meeting of shareholders; (2) develop and recommend to the Board the governance principles applicable to the Company; (3) oversee the evaluation of the Board and management; and (4) recommend to the Board director nominees for each committee.

COMMITTEE MEMBERSHIP AND ORGANIZATION:

COMMITTEE RESPONSIBILITIES AND AUTHORITY: