Nominating and Governance Committee

Charter for the Nominating and Governance Committee of the Board of Directors of TIBCO Software Inc.

(Amended and restated as of December 15, 2011) 

Nominating and Governance Committee Charter Quicklinks

Purpose
Membership
Responsibilities and Authority
Meetings and Procedures
Minutes
Reports
Delegation of Authority
Compensation


 

I. PURPOSE

The purpose of the Nominating and Governance Committee (the "Committee") shall be to ensure that the Board of Directors (the "Board") is properly constituted to meet its fiduciary obligations to stockholders and to oversee corporate governance matters. To carry out this purpose, the Committee shall: (1) in consultation with the Chief Executive Officer, evaluate, nominate and approve director nominees for election by the stockholders and for appointment by the Board to fill vacancies; and (2) provide a leadership role with respect to corporate governance of the Company.

The Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board may from time to time prescribe.

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II. MEMBERSHIP

  1. The Committee shall be comprised of no fewer than two (2) members, each of whom shall be a member of the Board.

  2. Each member of the Committee shall be an independent director, in accordance with the applicable independence requirements of the NASDAQ Stock Market, Inc. ("NASDAQ").

  3. Each member of the Committee shall be appointed by and serve at the discretion of the Board.

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III. RESPONSIBILITIES AND AUTHORITY

The responsibilities of the Committee include:

  1. Evaluating, proposing and approving nominees for election or appointment to the Board.

  2. Determining periodically, as appropriate, desired Board qualifications, expertise and characteristics, including such factors as business experience, diversity as well as skills and knowledge with respect to technology, finance, marketing, financial reporting and any other areas as may be expected to contribute to an effective Board. With respect to diversity, the Committee may consider such factors as differences of viewpoint, professional experience, education, skill, and other individual qualities and attributes that contribute to board heterogeneity, including characteristics such as race, gender, and national origin.

  3. Considering, evaluating and, as applicable, proposing and approving, stockholder nominees for election to the Board.

  4. Considering and/or adopting a policy regarding the consideration of candidates for the Board recommended by stockholders, including, if adopted, procedures to be followed by stockholders in submitting recommendations.

  5. Reviewing the disclosure in the Company's proxy statement for its annual meeting of stockholders relating to Committee functions and informing management whether there are any changes that are necessary or appropriate with respect to such disclosure in the proxy statement.

  6. Reviewing annually the corporate governance guidelines and recommending any changes deemed appropriate to the Board for its consideration.

  7. Reviewing from time to time and reporting to the Board on general corporate governance matters.

  8. Recommending to the Board, as appropriate, policies, procedures and practices regarding corporate governance for the Company as may be consistent with any applicable laws, regulations and listing standards.

  9. Reviewing from time to time and periodically updating, as appropriate, the procedures and requirements for stockholder communications with directors.

  10. Reviewing and assessing the adequacy of this Charter periodically, as appropriate, and making recommendations to the Board with respect to any proposed changes.

  11. Overseeing the management of risks associated with director independence, board composition and organization, and director succession planning.

  12. Periodically reviewing and evaluating, as appropriate, the performance of the Committee.

  13. Performing such other activities consistent with this charter, the Company's bylaws and governing law as the Committee or the Board deems necessary or appropriate.

  14. Making recommendations to the Board, in consultation with the chairperson of each applicable committee, on the composition of each of the Board committees.

  15. If and to the extent so requested by the Board, assisting the Board in establishing the procedures for reviewing and assessing management development and succession planning for executive officers.

  16. When appropriate, overseeing and making recommendations on the procedures for the periodic review, discussion and evaluation of the performance of the full Board, each of its members, and its committees and of the executive officers of the Company.

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IV. MEETINGS AND PROCEDURES

  1. The members of the Committee shall meet as appropriate and at least once annually and will also meet as required in response to the needs of the Board and as necessary to fulfill their responsibilities. The Committee may establish its own meeting schedules, which it will provide to the Board in advance.

  2. The Committee shall have the authority to appoint, compensate, terminate and oversee the work of any search firm used to identify director candidates, independent legal counsel or other advisors to assist the Committee as it deems necessary in carrying out its duties, for which the Committee shall have sole and absolute authority. The Company will provide the Committee with appropriate funding, as determined by the Committee, to pay any search firm, independent legal counsel or any other advisors hired by the Committee and any administrative expenses of the Committee that are necessary or appropriate in carrying out its activities.

  3. The Committee is authorized to request that any employee of the Company or the Company's legal counsel or independent auditors meet with any member of, or advisor to, the Committee.

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V. MINUTES

The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

 

VI. REPORTS

The Committee will provide reports to the Board from time to time as appropriate regarding recommendations of the Committee submitted to the Board for action, and copies of the written minutes of its meetings.

 

VII. DELEGATION OF AUTHORITY

The Committee may form and delegate its authority to subcommittees or to the Chairman of the Committee when it deems appropriate and in the best interests of the Company, provided that such delegation is not in violation of applicable law or the rules and regulations applicable to companies with securities quoted on the NASDAQ Global Select Market.

 

VIII. COMPENSATION

Members of the Committee shall receive such fees for their service as Committee members, if any, as may be determined by the Board in its sole discretion. Such fees may include retainers or per meeting fees. Fees may be paid in such form of consideration as is determined by the Board in accordance with the applicable rules of the NASDAQ and the Securities and Exchange Commission.

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Transfer Agent

Computershare Trust Company, N.A.
P.O. Box 43010
Providence, RI
02940-3010
(781) 575-3400
www.computershare.com/
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