Nominating & Governance Committee

Nominating and Governance Committee Charter

The current members of our Nominating and Governance Committee are Ms. Arway, Mr. Berg, Dr. Moore, Mr. Nehra and Ms. Yale all of whom are independent directors. Ms. Yale, is the Chair of our Nominating and Governance Committee.

Our Nominating and Governance Committee's principal functions are:

• Oversees the composition, structure, operation and evaluation of the Board and its committees.
• Oversees the process for evaluating the independence, contribution and effectiveness of incumbent Board members.
• Oversees procedures for stockholder and other interested parties to communicate with the Board.
• Reviews and makes recommendations to the Board about our governance principles and policies, and monitors compliance with adopted principles and policies.
• In coordination with the Board, identifies, evaluates and recommends candidates for nomination, appointment or election to the Board and candidates to fill Board vacancies.
• Makes recommendations to the Board regarding the membership and chairs of committees of the Board.
• Oversees our activities, policies and programs related to corporate, environmental and social responsibility.
• Oversees continuing education of the Board and orientation of new Board members to the Company and its business.