Molex Incorporated Nominating Committee Charter
2003 Nominating Charter: MOLX
The Nominating Committee (the "Committee") shall have the following goals and objectives:
The Committee shall consist of no fewer than two members approved by the Nominating Committee, endorsed by the Chairman of the Board and appointed by the Board of Directors (the "Board") annually. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to the new members satisfying the criteria set forth below. Members of the Committee shall serve until their successors are appointed and qualify.
Each member of the Committee shall satisfy the independence requirements of the National Association of Securities Dealers, Inc. ("NASD") Marketplace Rules and other appropriate laws, rules and regulations.
The Committee shall meet as they deem appropriate but in no event less than two times each fiscal year. The Committee may meet and/or take action in person, via teleconference, via written consent or any other means agreed to by the Committee. The Secretary (or a duly designated person) shall prepare minutes for all meetings of the Committee to document the Committee's discharge of its responsibilities. The draft minutes shall be approved at a subsequent meeting of the Committee and shall be retained as part of the Company's corporate records.
IV. POWERS AND AUTHORITY
The Committee shall have the following powers and authority in discharging the responsibilities set forth in the next section:
1. To fix it own rules of procedure, unless expressly provided in this Charter or the Company's by-laws.
The Committee shall have the following responsibilities:
A. Review and Recommend the Size and Composition of the Board
The Committee shall periodically review the composition and the number of members comprising the Board and make recommendations to the Board taking into the account factors it deems appropriate including the following:
1. The independence requirements of NASD Marketplace Rules and other applicable laws, rules and regulations.
B. Set Board Member Qualifications
The Committee shall develop qualification criteria for Board members. The initial qualifications are attached as Exhibit A.
C. Recommend Board Candidates
The Committee will actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board. The Committee will consider nominees proffered by other directors, management, employees, stockholders and such other persons as may be deemed appropriate.
D. Review and Recommend Director Compensation
The Committee will review and make recommendations regarding the compensation paid to the directors by the Company both as to the amount and the form of the compensation.
E. Recommend Composition and Functions of Board Committees
The Committee will do the following with respect to the committees of the Board:
1. Recommend to the Board the types and functions of the different Board committees.
F. Evaluate Director Performance
The Committee will have authority with the advice and counsel of the Chairman to accomplish the following:
1. To establish processes for evaluating the performance of the Board and its members.
G. Additional Responsibility of Chairman of the Committee
The chairman of the Committee shall serve as the chairman with respect to any executive sessions of the Board that involve non-management directors only.
H. Ensure Familiarity With New Developments
The Committee will keep abreast of any new developments pertaining to matters within the scope of the responsibilities delegated to the Committee under this charter via training or other appropriate means.
I. Provide Board Membership Transition
The Committee will work with the Board to ensure a smooth transition as Board members approach retirement..
J. Report To the Full Board of Directors
The Committee shall make regular reports to the Board.
K. Amendment of the By-Laws or Committee Charter
The Committee shall review and reassess the adequacy of the Company's by-laws and this Charter and recommend any proposed changes to the Board for approval.
CRITERIA FOR MEMBERSHIP ON THE BOARD OF DIRECTORS
PERSONAL CHARACTERISTICS TO BE SOUGHT IN CANDIDATES FOR THE BOARD:
1. Well regarded in the community with long-term, good reputation for highest ethical and moral standards.
2. Good common sense and judgment.
3. An independent, objective, candid and constructive approach.
4. The ability to contribute from a diversity of perspectives including geographical, cultural and professional.
5. A strategic perspective, an awareness of the dynamics of change and the ability to anticipate and capitalize on business opportunities.
6. A history of significant business or professional responsibilities leading to a positive record of accomplishment in present and prior positions.
7. Business and/or professional knowledge and experience applicable to the Company's business.
8. The time, energy, interest, and willingness to assume the full responsibilities of being a member of the Board.