2003 Nominating Charter: RSAS

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RSA SECURITY INC.
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
A. Purpose
The purpose of the Governance and Nominating Committee is to:
  • Identify individuals qualified to become Board members;
  • Recommend to the Board the persons to be nominated by the Board for
    election as directors at the annual meeting of stockholders;
  • Develop and recommend to the Board a set of corporate governance principles
    applicable to the Company; and
  • Oversee the evaluation of the Board and management.
    B. Structure and Membership
    1. Number. The Governance and Nominating Committee shall consist of such
    number of directors as the Board shall from time to time determine.
    2. Independence. Except as otherwise permitted by the applicable rules of
    NASDAQ, each member of the Governance and Nominating Committee shall be
    "independent" as defined by such rules.
    3. Chair. Unless the Board elects a Chair of the Governance and Nominating
    Committee, the Committee shall elect a Chair by majority vote.
    4. Compensation. The compensation of Governance and Nominating Committee
    members shall be as determined by the Board.
    5. Selection and Removal. Members of the Governance and Nominating Committee
    shall be appointed by the Board, upon the recommendation of the Committee.
    The Board may remove members of the Governance and Nominating Committee
    from such Committee, with or without cause.
    C. Authority and Responsibilities
    Board and Committee Membership
    1. Selection of Director Nominees. Except where the Company is legally required
    by contract or otherwise to provide third parties with the ability to nominate
    directors, the Governance and Nominating Committee shall be responsible for
    (i) identifying individuals qualified to become Board members and
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    (ii) recommending to the Board the persons to be nominated by the Board for
    election as directors at the annual meeting of stockholders and the persons to be
    elected by the Board to fill any vacancies on the Board.
    2. Criteria for Selecting Directors. The Board's criteria for selecting directors are as
    set forth in the Company's Corporate Governance Guidelines. The Governance
    and Nominating Committee shall use such criteria and the principles set forth in
    such Guidelines to guide its director selection process. The Committee shall be
    responsible for reviewing with the Board, on an annual basis, the requisite skills
    and criteria for new Board members as well as the composition of the Board as a
    whole.
    3. Search Firms. The Governance and Nominating Committee shall have the sole
    authority to retain and terminate any search firm to be used to identify director
    nominees, including sole authority to approve the search firm's fees and other
    retention terms. The Committee is empowered, without further action by the
    Board, to cause the Company to pay the compensation of any search firm engaged
    by the Committee.
    4. Selection of Committee Members. The Governance and Nominating Committee
    shall be responsible for recommending to the Board the directors to be appointed
    to each committee of the Board.
    Corporate Governance
    5. Corporate Governance Guidelines. The Governance and Nominating Committee
    shall develop and recommend to the Board a set of Corporate Governance
    Guidelines applicable to the Company. The Committee shall, from time to time
    as it deems appropriate, review and reassess the adequacy of such Corporate
    Governance Guidelines and recommend any proposed changes to the Board for
    approval.
    Evaluation of the Board and Management; Succession Planning
    6. Evaluation of the Board. The Governance and Nominating Committee shall be
    responsible for overseeing an annual self-evaluation of the Board to determine
    whether it and its committees are functioning effectively. The Committee shall
    determine the nature of the evaluation, supervise the conduct of the evaluation
    and prepare an assessment of the Board's performance, to be discussed with the
    Board.
    7. The Governance and Nominating Committee shall, in conjunction with the Board,
    find and evaluate potential successors to the Chief Executive Officer and such
    other officers as the Board may from time to time direct. The Committee shall, in
    consultation with the Chief Executive Officer, identify, and periodically review
    and reassess, the qualities and characteristics necessary for an effective Chief
    Executive Officer and such other officers as the Board may from time to time
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    direct. With these principles in mind, the Committee should, in consultation with
    the Chief Executive Officer where appropriate, periodically monitor and review
    the development and progression of potential internal candidates against these
    standards.
    D. Procedures and Administration
    1. Meetings. The Governance and Nominating Committee shall meet as often as it
    deems necessary in order to be perform its responsibilities. The Committee shall
    keep such records of its meetings as it shall deem appropriate.
    2. Subcommittees. The Governance and Nominating Committee may form and
    delegate authority to one or more subcommittees (including a subcommittee
    consisting of a single member), as it deems appropriate from time to time under
    the circumstances.
    3. Reports to the Board. The Governance and Nominating Committee shall report
    regularly to the Board.
    4. Charter. The Governance and Nominating Committee shall, from time to time as
    it deems appropriate, review and reassess the adequacy of this Charter and
    recommend any proposed changes to the Board for approval.
    5. Independent Advisors. The Governance and Nominating Committee shall have
    the authority to engage such independent legal and other advisors as it deems
    necessary or appropriate to carry out its responsibilities. Such independent
    advisors may be the regular advisors to the Company. The Committee is
    empowered, without further action by the Board, to cause the Company to pay the
    compensation of such advisors as established by the Committee.
    6. Investigations. The Governance and Nominating Committee shall have the
    authority to conduct or authorize investigations into any matters within the scope
    of its responsibilities as it shall deem appropriate, including the authority to
    request any officer, employee or advisor of the Company to meet with the
    Committee or any advisors engaged by the Committee.
    Approved by the Board of Directors on February 20, 2003