Nominating and Corporate Governance Committee Charter




The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Teradyne, Inc. (the “Company”) in fulfilling its responsibilities to: (i) identify, screen and recommend to the Board appropriate candidates to serve as Directors of the Company, (ii) oversee the evaluation of the Board and its various committees; (iii) develop and recommend to the Board a set of corporate governance principles (the “Corporate Governance Guidelines”) applicable to the Company and monitor compliance with and periodically review such Guidelines, and (iv) oversee and advise the Board with respect to corporate governance matters.




The Committee shall be comprised of a minimum of two directors, as appointed by the Board of Directors, whom shall meet the independence requirements as promulgated by the Securities and Exchange Commission (“SEC”), the New York Stock Exchange (the “NYSE”), any exchange upon which securities of the Company are traded, and any governmental or regulatory body exercising authority over the Company, as in effect from time to time. The members of the Committee shall be elected by the Board of Directors at the meeting of the Board of Directors following each annual meeting of stockholders and shall serve until their successors shall be duly elected and qualified or until their earlier resignation or removal. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by majority vote of the full Committee membership.




The Committee shall meet as often as it deems necessary, but no less than two times per year, to fulfill its responsibilities. The Committee shall establish its own rules of procedure which shall be consistent with the Bylaws of the Company and this Charter. The Committee may form and delegate authority to subcommittees as it deems appropriate, in accordance with rules and requirements of the SEC, NYSE, and any other applicable regulatory body. The Committee shall report regularly to the Board and shall keep written minutes of its meetings with the books and records of the Company.




To fulfill its responsibilities and duties the Committee shall:


Board and Committee Composition and Nominations




Establish and periodically review criteria for the selection of new Board and committee members.




Identify individuals qualified to become Board members and consider nominees proposed by stockholders in accordance with the nomination procedures set forth in the Company’s Bylaws.





Recommend director nominees for election by the stockholders at the next annual or special meeting of stockholders of the Company or appointment by the Board, as the case may be, consistent with the Board’s established selection criteria for new directors.




Periodically review and make recommendations to the Board as appropriate regarding the composition and size of the Board in order to ensure that the Board is composed of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as a director of the Company, as determined by the Committee.




Select and recommend the appointment of Board members to committees of the Board.




Retain, as determined by the Committee in its sole discretion, a search firm or firms to assist the Committee in identifying candidates that meet the criteria for Board membership and otherwise have qualifications compatible with the needs of the Company, approve the terms of engagement and fees of any such firm and terminate the engagement of any such firm if necessary.




Oversee the evaluation of the Board as a whole and at least annually, evaluate the performance, contributions and independence of each current Board member including suitability for continued service as a director, whether standing for re-election or not, and giving consideration to changes in a director’s status, professional affiliations, and other directorships.




Recommend to the Board removal of a director when appropriate and review and recommend to the Board an appropriate course of action upon the removal or resignation of current Board members or any planned expansion of the Board; which shall include a review of the qualifications for service on the Board of any potential additional or replacement members of the Board.


Corporate Governance Matters




Develop and recommend to the Board a set of Corporate Governance Guidelines.




Review and assess periodically the adequacy of the Corporate Governance Guidelines, but at least annually and recommend any modifications to the Board.




Review and assess the adequacy of the Company’s Articles of Organization and By-Laws and the charters of any committee of the Board (the “Governing Documents”) periodically in order to ensure compliance with the Corporate Governance Guidelines and recommend to the Board any necessary modifications to the Governing Documents.




Oversee an annual performance evaluation of the Board to determine whether it and its committees are functioning effectively and make recommendations to the Board with respect to such evaluations.




Review all shareholder proposals submitted to the Company (including any proposal relating to the nomination of a member of the Board) and the timeliness of the submission thereof and recommend to the Board appropriate action on each such proposal.




To the extent deemed appropriate by the Committee, engage outside counsel and/or independent advisors and consultants at the Company’s expense to review any matter for which it is responsible, approve the terms of engagement and fees of any outside counsel and/or independent advisors or consultants, and terminate any such engagement if necessary.





Consider corporate governance issues that may arise from time to time and make recommendations to the Board as appropriate.




Periodically review the Company’s succession plans with respect to the Chief Executive Officer and other senior executives.




Conduct a self-evaluation at least annually to determine whether the Committee is functioning effectively, and provide the results to the Board for discussion.




Review and assess the adequacy of this Charter periodically as conditions dictate, but at least annually, and recommend any modifications to this Charter if and when appropriate to the Board for its approval.




Fulfill such other duties and responsibilities as may be assigned to the Committee from time to time by the Board.


While the Committee has the responsibilities and powers set forth in this Charter, it is not the responsibility of the Committee to assure compliance with the Corporate Governance Guidelines. The Committee shall be entitled to rely on (i) the judgment of those persons and organizations internal and external to the Company that it receives information from and (ii) the accuracy of information provided to the Committee by such persons or organizations.