2003 Committee Charter : SRNA
CHARTER FOR THE
NOMINATING AND GOVERNANCE COMMITTEE
SERENA SOFTWARE, INC.
The purpose of the Nominating and Governance Committee is to ensure that the
Board of Directors (the "Board") of SERENA Software, Inc., a Delaware corporation, is
properly constituted to meet its fiduciary obligations to stockholders and the Company and
that the Company has and follows appropriate governance standards. To carry out this
purpose, the Nominating and Governance Committee shall:
director nominees for the next annual meeting of stockholders; and
COMMITTEE MEMBERSHIP AND ORGANIZATION:
three (3) members.
independence requirements of Nasdaq Rule 4200.
and replaced by the Board.
COMMITTEE RESPONSIBILITIES AND AUTHORITY:
its committees, determine future requirements and make recommendations to the
Board for approval.
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 sole authority to retain and terminate any search firm to be used to
identify director candidates.
Board slate for election. Consider stockholder nominees for election to the Board.
directors to Board committees.
accordance with the Board's governance principles, for cause or for other
of director observations, suggestions and preferences.
time to time.
shall have the authority to obtain advice, reports or opinions from internal or
external counsel and expert advisors.
the meetings of the Board.