2003 Committee Charter : SRNA

1
CHARTER FOR THE
NOMINATING AND GOVERNANCE COMMITTEE
OF
SERENA SOFTWARE, INC.
PURPOSE:
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:
  • assist the Board by identifying prospective director nominees and to select the
    director nominees for the next annual meeting of stockholders; and
  • develop and recommend to the Board the governance principles applicable to the
    Company.
    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
    independence requirements of Nasdaq Rule 4200.
  • The members of the Nominating and Governance Committee shall be appointed
    and replaced by 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 for approval.
  • Determine on an annual basis 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 sole authority to retain and terminate any search firm to be used to
    identify director candidates.
    2
  • Evaluate and make recommendations to the Board concerning the proposal of the
    Board slate for election. Consider stockholder nominees for election to the Board.
  • Evaluate and make recommendations to the Board concerning the appointment of
    directors to Board committees.
  • Evaluate and recommend termination of membership of individual directors in
    accordance with the Board's governance principles, for cause or for other
    appropriate reasons.
  • Oversee the Board performance evaluation process including conducting surveys
    of director observations, suggestions and preferences.
  • Review its own charter, structure, processes and membership requirements from
    time to time.
  • 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.
  • Make regular reports to the Board.
  • Maintain minutes of its meetings, which minutes will be filed with the minutes of
    the meetings of the Board.
  • Form and delegate authority to subcommittees when appropriate.