2003 Committee Charter : CIEN

CIENA Corporation - Adopted 8-21-02
CIENA CORPORATION
CHARTER OF THE
COMMITTEE ON GOVERNANCE AND NOMINATIONS
Membership
The Committee shall consist of three members of the Board of Directors, all of whom
shall be "independent" as defined by federal securities law and the listing requirements of
the Nasdaq Stock Market and any securities exchanges on which the Company's
securities are listed. The members shall be appointed by vote of the full Board at the
regular meeting of the Board that falls closest to the date of the annual meeting of
shareholders. The Board shall appoint one member of the Committee to act as its Chair.
The members of the Committee shall serve terms of one year, and shall be eligible for reappointment.
Duties and Responsibilities
The Committee shall have the following duties and responsibilities:
1) Develop and recommend to the full Board of Directors policies and procedures
regarding the governance of the Corporation, especially policies and procedures
to be observed by the full Board to improve its effectiveness;
2) Make recommendations to the Board of Directors concerning (i) the size and
composition of the Board of Directors, (ii) the size and composition of each
standing committee of the Board of Directors, (iii) the frequency of meetings of
the Board and its committees; and (iv) the term of membership of the Board of
Directors;
3) Periodically review all charters of standing committees of the Board; recommend
changes in the number, function or membership of the committees as appropriate;
and establish guidelines for the selection and rotation of committee members,
balancing reasonable continuity of committee members with rotation; recommend
and select Directors to serve on ad- hoc Board committees as required to deal with
situational issues
4) Review the compensation of the members of the Board of Directors for service as
directors or members of committees of the Board and make recommendations to
the Board of Directors concerning the fixing of such compensation;
5) Oversee and review the Corporation's processes for providing information to the
Board with a view toward assuring that matters appropriate to the Board's
consideration are identified and brought to its attention;
6) Establish policies regarding business arrangements (other than compensation for
services in the capacity of officer or Director) between the Corporation and its
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officers and Directors or their affiliates, and any other relationships between a
Director and the company or a third party which create the appearance or reality
of a current or potential conflict of interest; and review and approve or disapprove
any such business arrangements should they arise;
7) Develop and recommend to the full Board a code of business conduct and ethics
for the Corporation and its officers and directors;
8) Consider and make recommendations regarding continuing education and training
for members of the Board Directors; including an orientation process for new
Directors;
9) Review and make recommendations to the Board of Directors the appropriate
response to shareholder proposals relating to corporate governance;
10) Serve as a forum for ideas and suggestions to improve the quality of stewardship
provided by the Board of Directors.
11) Develop and recommend a succession plan for the Chief Executive Officer;
12) Recommend to the Board candidates for successor to the Chief Executive Officer
of the Company when required;
13) Insure that the Chief Executive Officer's performance is evaluated annually;
14) Develop criteria for establishing a balanced board which brings to the board the
requisite skills and experience and, when appropriate, recommend to the Board of
Directors nominees to the Board of Directors who bring appropriate experience at
that time;
15) Recommend to the Board of Directors candidates for election to fill vacancies on
the Board, including renominations of members whose terms are due to expire
and in connection with such renominations, or earlier where required by
exceptional circumstances, evaluate each nominee's performance;
16) Recommend to the Board of Directors the removal of a Director when
appropriate; and
17) Perform such additional activities within the Committee's primary scope as it may
determine appropriate.
Meetings
The Committee shall meet at such times as it determines to be necessary or appropriate,
but not less than once per year. A majority of the members of the Committee shall
constitute a quorum for the transaction of business. The Committee shall maintain
written minutes of its meetings.
Reporting
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The Committee shall prepare and, through its Chair, submit periodic reports of the
Committee's work and findings to the Board of Directors; the Committee shall include
recommendations for Board actions when appropriate.
Authority
The Committee shall have the authority to retain special legal, accounting or other
consultants to advise the Committee. The Committee may request any officer or
employee of the Company or any outside counsel or consultants to meet with any
members of the Committee.
Staff
The Corporate Secretary shall provide the Committee such staff support as it may require.