Nominating and Corporate Governance Committee
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF FABRINET
Adopted by the Board of Directors of Fabrinet on January 25, 2010.
The purpose of the Nominating and Corporate Governance Committee (this "Committee") of the Board of Directors (the " Board") of Fabrinet (this "Company ") is:
- to identify and review (i) individuals qualified to become members of the Board consistent with the criteria approved by the Board, and (ii) directors qualified to serve on committees of the Board;
- to select, or recommend for the Board's selection, a slate of director nominees for election at the next annual meeting of shareholders;
- upon any mid-term vacancy on the Board or other circumstance under which applicable law and this Company's Amended and Restated Memorandum and Articles of Association, as may be amended from time to time, (the "Organizational Documents"), allow the Board to appoint a new director, to select, or recommend for the Board's selection, the individuals to be appointed as directors by the Board;
- to make recommendations to the Board regarding (i) which directors the Board appoints to serve on its various committees, (ii) which committee member is selected as the chair of each committee and (iii) the terms of directors' and chairs' service on each committee and on the Board (or as the chair, as applicable);
- to develop and recommend to the Board this Company's Corporate Governance Guidelines for approval by the Board and to periodically review and recommend updates to the Corporate Governance Guidelines, as appropriate;
- to oversee the organization of the Board to discharge the Board's duties and responsibilities properly and effectively, including the annual evaluation of the Board and its committees and management;
- to see that proper attention is given, and effective responses are made, to shareholder concerns regarding corporate governance; and
- to perform such other duties and responsibilities as are enumerated in and consistent with this charter (this "Charter").
This Committee shall be comprised of two or more directors. All members of this Committee shall meet the independence requirements of applicable law and the rules of the New York Stock Exchange ("NYSE") in effect from time to time, subject to exceptions allowed by such rules and any waivers granted by such authorities. The members of this Committee shall be appointed by and serve at the discretion of the Board. The Board shall appoint the chairperson of this Committee (the "Chair"). From time to time, the Chair may establish such other rules as are necessary and proper for the conduct of the business of the Committee. Subject to any alternate nominating procedures set forth in the Organizational Documents, this Company's Nominating Committee may make recommendations to the Board regarding appointments to this Committee.
This entire Committee or any individual director on the Committee may be removed from office with or without cause by the affirmative vote of the majority of the Board.
The Board delegates to this Committee the express authority to do the following, to the fullest extent permitted by applicable law and the Organizational Documents:
- Board Composition. Evaluate the size and composition of the Board, develop criteria for Board membership, and evaluate the independence of existing and prospective directors of the Board.
- Candidates and Nominees. Seek and evaluate qualified individuals to become new directors of the Board, as necessary. Periodically review the appropriate skills and characteristics required of members of the Board, including such factors as business experience, diversity and personal skills in technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board. No appointment by the Board shall be invalid, however, as a result of any failure of this Committee to make a recommendation to the Board regarding such appointment. In the event of any inconsistency between the nominee selected or recommended by this Committee and the nominee selected, or recommended to this Company's shareholders, by the Board, the Board's choice shall be respected.
- Current Directors. Review the suitability of each member of the Board for continued service when his or her term expires and when he or she has a significant change in status.
- Committees of the Board. Evaluate the nature, structure and composition of other committees of the Board.
- Corporate Governance Principles. Establish and review this Company's corporate governance principles, including Corporate Governance Guidelines and related policies, taking into account best practices. This Committee will periodically review and make recommendations to the Board, as appropriate, to update the Corporate Governance Guidelines and related policies.
- Charter of the Committee. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. Publish this Charter as required by the rules and regulations of applicable law and as otherwise deemed advisable by this Committee, including making this Charter available on or through this Company's website. If any function of this Committee is delegated to another committee, the charter of that committee must also be made available on or through this Company's website.
- Shareholder Proposals. Review shareholder proposals for nominations to the Board and other matters in conjunction with the Chief Executive Officer and Chairman of the Board of this Company and recommend Board responses.
- Board and Committee Evaluations. Oversee the annual self-performance evaluation of the Board and its committees (including this Committee) and annually evaluate the performance of this Committee. The criteria for the evaluation of the performance of this Committee shall be reviewed with the Chairman of the Board from time to time.
- Recommendations and Reports. Make recommendations and report to the Board and other committees of the Board with respect to any of the foregoing matters.
- Other Actions. Take such other actions consistent with this Charter, the Organizational Documents and governing law as may be necessary or appropriate to fulfill this Committee's purpose (as stated above) and as may be requested or required by the Board from time to time.
The Board delegates to this Committee the express authority to decide whether to retain a search firm to assist this Committee in identifying, screening and attracting director candidates. If this Committee decides in its sole discretion to retain such a firm, the Board delegates to this Committee the sole authority to retain and terminate any such firm and to approve the search firm's fees and other retention terms.
This Committee shall meet with such frequency, and at such times, as the Chair or a majority of this Committee determines. This Committee shall also meet as and when necessary to act upon any other matters within its jurisdiction under this Charter. A special meeting of this Committee may be called by the Chair and shall be called promptly upon the request of any two members of this Committee. The agenda of each meeting shall be prepared by the Chair and circulated to each member of this Committee prior to the meeting date, if practicable. Unless this Committee or the Board adopts other procedures, the provisions of the Organizational Documents applicable to meetings of committees of the Board shall govern meetings of this Committee.
Minutes of each meeting of this Committee shall be kept with the regular corporate records of this Company. This Committee shall report to the Board regularly or whenever requested to do so by the Board.
This Committee has the power to appoint subcommittees.
This Committee shall have the power, in its sole discretion, to obtain advice and assistance from, and to retain at this Company's expense, such independent legal counsel or other advisors and experts as it determines necessary or appropriate to carry out its duties, and in connection therewith to receive appropriate funding, determined by it, from this Company.
This Committee may determine the level and cost of ordinary administrative expenses necessary or appropriate in carrying out its duties, with such costs to be borne by this Company.
In carrying out its duties, this Committee shall act in reliance on management, independent public accountants, internal auditors, and outside advisors and experts, as it deems necessary or appropriate to enable it to carry out its duties.
This Committee has the authority to conduct any investigation it deems necessary or appropriate to enable it to carry out its duties.
This Committee shall have unrestricted access to this Company's employees, independent public accountants, internal auditors, inside and outside counsel, and may require any of this Company's employees, independent public accountants, internal auditors, and inside and outside counsel to attend a meeting of this Committee or to meet with any members of this Committee or representatives of this Committee's counsel, advisors or experts.
Except as expressly set forth in this Charter, the Organizational Documents, or as otherwise provided by law or the rules of the NYSE, this Committee shall establish its own rules and procedures.
Dr. Homa Bahrami has served on our Board of Directors since August 2012. Dr. Bahrami has been a Senior Lecturer at the Haas School of Business, University of California, Berkeley since 1986. She is also a Faculty Director of the Center for Executive Education and a Board Member of the Center for Teaching Excellence at the Haas School of Business, where she has served on the faculty since 1986. Dr. Bahrami was a member of the board of directors of FormFactor, Inc. from 2004 through 2010 and has been a member of the board of directors of FEI Company since February 2012. Dr. Bahrami earned a bachelor of arts degree with honors in sociology and social administration from Hull University and a master of science degree in industrial administration and a doctor of philosophy degree in organizational behavior from Aston University in the United Kingdom.