I. PURPOSE
The primary function of the Corporate Governance and Nominating Committee (“Committee”) of the Board of Directors (“Board”) of Applied Materials, Inc. (“Company”) is to develop, maintain and oversee the Company's corporate governance guidelines; oversee the composition, structure and evaluation of the Board and its committees; and assist the Board in identifying individuals qualified to be directors.
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II. COMPOSITION
The Committee shall be comprised of not less than three directors, each of whom shall be independent, as such term is defined by Securities and Exchange Commission (“SEC”) and Nasdaq Marketplace (“Nasdaq”) rules. Members of the Committee shall be appointed and may be removed by the Board. One member of the Committee shall be the Chair.
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III. RESPONSIBILITIES AND DUTIES
In carrying out the purposes set forth above, the Committee shall:
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Nomination of Directors
- Identify potential candidates for the Board, evaluate their qualifications, and approve director nominees to be recommended to the Board for election by stockholders at the Company's Annual Meeting of Stockholders. Director nominees shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment, and, together with other nominees, shall effectively serve stockholders' long-term interests and contribute to the Company's overall corporate goals.
- Consider nominees for director submitted by stockholders of the Company.
- Review from time to time the skills and characteristics necessary and appropriate for directors in the context of the Company's current needs and the Board's current composition, including such factors as business experience, international background, diversity, age and knowledge of technology, manufacturing, operations, finance and/or marketing, and other skills that would enhance the Board's effectiveness.
- Develop and recommend to the Board for its approval: the process by which the Committee identifies and evaluates nominees; any minimum qualifications that the Committee believes a candidate must meet; and any specific quality or skill that the Committee believes is necessary for one or more of the Company's directors to possess.
- Review the appropriateness of continued Board membership of directors who retire or change their principal occupation or business association.
- In accordance with the Company's majority voting policy, as set forth in the Corporate Governance Guidelines, consider the resignation offer of any nominee for director who, in an uncontested election, receives a majority of withheld votes, and recommend to the Board the action it deems appropriate to be taken with respect to such offered resignation.
- Review from time to time the Board's committee structure and recommend to the Board for its approval directors to serve as members of each committee and to act as the Chair of each committee.
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Communication with Stockholders
- Review from time to time the stockholder communication procedures and requirements.
- Develop, periodically update, as appropriate, and oversee maintenance of a process for communication by stockholders with directors.
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Other Responsibilities
- Develop and periodically update, as appropriate, the Company's policy regarding directors' attendance at annual meetings of stockholders.
- Develop and recommend to the Board for its approval an annual self-evaluation process of the Board and its committees, oversee this annual self-evaluation process and report the results to the Board.
- Develop and recommend to the Board for its approval a set of corporate governance guidelines. The Committee shall review these guidelines at least annually, and recommend to the Board any changes it deems necessary or appropriate.
- Monitor and safeguard the independence of the Board (assuring that the majority of the Board continues to be independent), and review any potential conflict of interest between a director and the Company and any potential violation of the Company's Standards of Business Conduct by a director.
- Review, as appropriate, the Company's practices and policies with respect to directors, including retirement policies, the size of the Board, the ratio of employee directors to non-employee directors, the meeting frequency of the Board and the structure of Board meetings and make recommendations to the Board with respect thereto.
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The Committee shall have the authority to delegate any of its responsibilities to subcommittees, as the Committee in its sole discretion may deem appropriate.
The Committee shall have full access to the Company's management, as necessary or appropriate to carry out these responsibilities.
The Committee shall have the authority to retain independent advisors to assist in carrying out its responsibilities, as the Committee in its sole discretion may deem appropriate. The Committee shall have sole authority to approve the terms of any such engagement, including fees, with funding provided by the Company.
The Committee shall timely report its activities to the Board and make such recommendations to the Board as it deems appropriate.
The Committee shall review this Charter at least annually; recommend any proposed changes to the Board for its approval; and assure that the Charter is either (i) posted on the Company's website or (ii) included as an appendix to the annual stockholders' meeting proxy statement at least once every three (3) years, or promptly after any significant amendment to the Charter.
The Committee's performance of any activities, as the Committee or the Board deems necessary or appropriate, shall be consistent with its Charter, the Company's Certificate of Incorporation and/or Bylaws, and governing law (including SEC and Nasdaq rules).
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IV. MEETINGS
The Committee shall meet at least annually or more frequently as appropriate.
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*July 1, 2006, Nasdaq renamed the National Market as the Nasdaq Global Market. Applied Materials (AMAT) is listed in the new top-tier market called the Nasdaq Global Select Market.
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