2003 Nominating Charter: SLR
CHARTER FOR THE
NOMINATING AND GOVERNANCE COMMITTEE
The purpose of the Nominating and Governance Committee of the Board of Directors
(the "Board") of Solectron Corporation (the "Company") is to ensure that the Board is
properly constituted to meet its fiduciary obligations to shareholders and the Company and
that 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 the Chief Executive Officer; and (4) recommend to the Board director nominees
for each committee.
COMMITTEE MEMBERSHIP AND ORGANIZATION:
· The Nominating and Governance Committee shall be comprised of no fewer than
three (3) members.
· The members of the Nominating and Governance Committee shall meet the
(i) independence requirements of the listing standards of the New York Stock
(ii) non-employee director definition of Rule 16b-3 promulgated under Section 16
of the Securities Exchange Act of 1934, as amended
· The members of the Nominating and Governance Committee shall be appointed and
replaced by the Board and will serve at the discretion of the Board.
COMMITTEE RESPONSIBILITIES AND AUTHORITY:
· Evaluate the current composition, organization and governance of the Board and its
committees, determine future requirements and make recommendations to the Board
· Annually review and recommend desired Board qualifications, expertise and
characteristics and conduct searches for potential Board members with corresponding
attributes. Evaluate and propose nominees for election to the Board. In performing
these tasks the Nominating and Governance Committee shall have the authority to
retain and terminate any search firm to be used to identify director candidates.
· Oversee the Board performance evaluation process including conducting surveys of
director observations, suggestions and preferences.
· Form and delegate authority to subcommittees when appropriate.
· Evaluate and make recommendations to the Board concerning the appointment of
directors to Board committees, the selection of Board committee chairs, and proposal
of the Board slate for election. Consider shareholder nominees for election to the
· Evaluate the status and recommend changes, including termination, of membership of
individual directors in accordance with the Board's governance principles, for cause
or for other appropriate reasons.
· Conduct an annual review on CEO succession planning, report its findings and
recommendations to the Board, and work with the Board in evaluating potential
successors to executive management positions.
· Coordinate and approve Board and committee meeting schedules.
· Make regular reports to the Board.
· Review and re-examine this Charter annually and make recommendations to the
Board for any proposed changes.
· Annually review and evaluate its own performance.
· In performing its responsibilities, the Nominating and Governance Committee shall
have the authority to obtain advice, reports or opinions from internal or external
counsel and expert advisors.