PURPOSE

The primary function of the Nominating and Corporate Governance Committee (the "Committee") is to assist the Board of Directors (the "Board") of TranSwitch Corporation (the "Corporation") in fulfilling its responsibilities by: (i) identifying individuals qualified to become members of the Board, and recommending that the Board select the director nominees for election at the next annual meeting of shareholders, (ii) oversee and ensure compliance with all corporate governance policies, (iii) adopting a corporate code of ethics and conduct applicable to all officers, directors and employees (a "Code of Business Conduct") and (iv) monitoring compliance with and periodically reviewing the Code of Business Conduct.

 

 

GOALS AND RESPONSIBILITIES

To fulfill its responsibilities and duties the Committee shall:

Board Composition and Nominations

1. Evaluate the current composition and organization of the Board and its committees in light of requirements established by the by the Securities and Exchange Commission, the National Association of Securities Dealers, any exchange upon which the securities of the Corporation are traded or any governmental or regulatory body exercising authority over the Corporation (each, a "Regulatory Body") as in effect from time to time, or any other applicable statute, rule or regulation which the Committee deems relevant and make recommendations regarding the foregoing to the Board for approval.

2. In consultation with the Chairman of the Board and Chief Executive Officer, review the composition and size of the Board in order to ensure that the Board is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as a director of the Corporation, as determined by the Committee.

3. In consultation with the Chairman of the Board and Chief Executive Officer, recommend to the Board for selection nominees for election as directors of the Corporation in accordance with the criteria specified in the Policy Governing Director Nominations and Security Holder-Board Communications as adopted by this Committee.

4. In consultation with the Chairman of the Board and Chief Executive Officer, recommend to the Board for selection Board members to be appointed to serve on committees of the Board.

5. Evaluate the participation and contribution of current Board members proposed for reelection, and approve those members of the Board standing for reelection that the Committee determines is appropriate.

6. Review and recommend to the Board an appropriate course of action upon the resignation of current Board members or any planned expansion of the Board and review the qualifications for service on the Board of any potential additional or replacement members of the Board. If a vacancy on the Board exists, the Committee will follow the procedures set forth in the Policy Governing Director Nominations and Security Holder-Board Communication.

Establishment and Review of Corporate Governance Policies

7. Develop and adopt a Code of Business Conduct for Corporation employees, directors and officers as required by Regulatory Bodies. Once formulated, the Committee shall recommend the adoption of such Code of Business Conduct to the Board.

8. Review and assess the adequacy of the Code of Business Conduct periodically. The Committee shall recommend any amendments to the Code of Business Conduct to the Board for approval.

9. Collaborate with the Corporation's officers and legal counsel to disclose any amendments to the Code of Business Conduct. Report any amendments to the Code of Conduct promptly on the Corporation's web site and as may be required by any Regulatory Body.

10. Collaborate with the Corporation's officers and legal counsel to develop a means by which allegations of violations of the Code of Business Conduct can be reported to the Chairman of the Committee in a confidential manner.

11. 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.

Oversight of the Evaluation of the Board

12. Evaluate any requests for waivers of the Code of Business Conduct, make recommendations to the Board whether to grant any waivers and report any such waivers to the Code of Conduct promptly on the Corporation's web site and as may be required by any Regulatory Body.

13. Periodically, conduct an evaluation of the Board to determine whether it and its committees are functioning effectively.

General

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

15. Take such other actions regarding the Corporation's corporate governance that are in the best interests of the Corporation as the Committee shall deem appropriate or as shall otherwise be required by any Regulatory Body.

 

 

COMMITTEE COMPOSITION AND PROCEDURES

Independence Requirements

1. Each Committee member shall meet any applicable independence requirements promulgated by any Regulatory Body. Number of Members

2. The Committee shall be comprised of a minimum of three members of the Board, provided, however, that if fewer than three independent directors sit on the Board, the Committee shall be comprised of such lesser number as the Board from time to time may designate.

Committee Member Appointment and Removal

3. Members of the Committee shall be appointed by the Board and shall serve until their successors shall be duly elected and qualified or until their earlier resignation or removal. Unless the Board elects a Chair, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

Committee Structure and Operations

4. The Committee may delegate its authority to sub-committees, as it deems appropriate.

Meetings of the Committee; Quorum

5. The Committee shall meet as necessary, but at least once annually, to enable it to fulfill its goals and responsibilities as set forth herein. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the action of a majority of those present, after determining a quorum, shall be the act of the Committee.

Committee Reporting to the Board

6. The Committee shall report its findings to the Board and shall keep written minutes of its meetings, which shall be recorded and filed with the books and records of the Corporation.