CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS OF APPLIED MATERIALS, INC.
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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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The Committee shall consist of no fewer than three directors, each of whom shall be independent, as such term is defined by rules of the Securities and Exchange Commission (“SEC”) and the listing standards of The Nasdaq Stock Market (“Nasdaq”). One member of the Committee shall be the Chair. Members of the Committee and its Chair shall be appointed and may be removed by the Board.
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III. RESPONSIBILITIES AND DUTIES
In carrying out the purposes set forth above, the Committee shall:
Nomination of Directors
- Identify potential candidates for the Board; evaluate their qualifications, independence, character and acumen; 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.
- Develop and review periodically policies and procedures for considering stockholder nominees for election to the Board, and evaluate such nominees.
- 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, and endeavor to collectively establish a mix of background and experience in a number of areas of core competency of the Board, including: business judgment; management; accounting and finance; knowledge of the industries (including the technologies and markets) in which the Company operates; manufacturing and service; leadership; strategic vision; international markets; marketing; crisis / risk management; research and development; government; and other areas relevant to the Company's business. Directors should posess the highest personal and professional ethics, integrity and values, and relevant business experience, and be committed to representing the long-term interests of the Company's stockholders. They must also have an inquisitive and objective perspective, the ability to make independent analytical inquiries, practical wisdom and sound and mature judgment. The Board should be composed of directors reflecting gender and ethnic diversity, as well as varied experience at policy-making levels in areas that are relevant to the Company's global activities.
- Review from time to time and, if appropriate, recommend changes to the Board relating to: 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.
- In accordance with the Company's policy of requiring directors to submit a letter offering to resign upon a change in the director's full-time employment (as set forth in the Corporate Governance Guidelines), review the appropriateness of continued Board membership of such directors and recommend to the Board the action it deems appropriate to be taken with respect to each such offered resignation.
- In accordance with the majority voting policy, as set forth in the Company's Bylaws, consider the resignation offer of any incumbent director who, as a nominee in an uncontested election, receives more "against" than "for" votes, and recommend to the Board the action the Committee 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 and periodically update, as appropriate the procedures and requirements for stockholder communications with directors.
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- Review annually the corporate governance guidelines approved by the Board and their application, and recommend any changes deemed appropriate to the Board for its consideration.
- Oversee the Board’s annual performance and self-evaluation process, including, without limitation, conducting surveys of director observations, suggestions and preferences regarding how effectively the Board and each committee operates.
- Monitor and safeguard the independence of the Board (assuring that the majority of the Board continues to be independent); 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; and recommend to the Board actions the Committee deems appropriate to be taken in connection with any such conflict of interest or violation.
- 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.
- Conduct a periodic review of the Company’s succession planning process and assist the Board in evaluating this process.
- Review the disclosures included in the Company’s proxy statement regarding the Company’s director nomination process and other corporate governance matters.
- Review any proposals submitted by stockholders for action at the annual meeting of stockholders, make recommendations to the Board regarding action to be taken in response to each proposal, and consider the voting results of any such proposals.
- Oversee the management of risks associated with director independence and board composition and organization.
- Periodically review the Company's corporate governance policies and recommend to the Board modifications to the policies as appropriate.
- In conjunction with the Human Resources and Compensation Committee, review the stock holdings of non-employee directors and executive officers relative to the Company's stock ownership guidelines.
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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 and consult with 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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The Committee shall meet at least annually or more frequently as appropriate.
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