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Corporate governance

Corporate governance refers to the set of systems, principles and processes by which a
company is governed. They provide the guidelines as to how the company can be directed
or controlled such that it can fulfil its goals and objectives in a manner that adds to the
value of the company and is also beneficial for all stakeholders in the long term.
Stakeholders in this case would include everyone ranging from the board of directors,
management, shareholders to customers, employees and society. The management of the
company hence assumes the role of a trustee for all the others.
What are the principles underlying corporate governance?
Corporate governance is based on principles such as conducting the business with all
integrity and fairness, being transparent with regard to all transactions, making all the
necessary disclosures and decisions, complying with all the laws of the land,
accountability and responsibility towards the stakeholders and commitment to conducting
business in an ethical manner. Another point which is highlighted in the SEBI report on
corporate governance is the need for those in control to be able to distinguish between
what are personal and corporate funds while managing a company.
Why is it important?
Fundamentally, there is a level of confidence that is associated with a company that is
known to have good corporate governance. The presence of an active group of
independent directors on the board contributes a great deal towards ensuring confidence
in the market. Corporate governance is known to be one of the criteria that foreign
institutional investors are increasingly depending on when deciding on which companies
to invest in. It is also known to have a positive influence on the share price of the
company. Having a clean image on the corporate governance front could also make it
easier for companies to source capital at more reasonable costs. Unfortunately, corporate
governance often becomes the centre of discussion only after the exposure of a large
scam.

Why was it in the news recently?


Corporate governance has most recently been debated after the corporate fraud by
Satyam founder and chairman Ramalinga Raju. In fact, trouble started brewing at Satyam
around December 16 when Satyam announced its decision to buy stakes in Maytas
Properties and Infrastructure for $1.3 billion. The deal was soon called off owing to
major discontentment on the part of shareholders and plummeting share-price. However,
in what has been seen as one of the largest corporate frauds in India, Raju confessed that
the profits in the Satyam books had been inflated and that the cash reserve with the
company was minimal. Ironically, Satyam had received the Golden Peacock Global
Award for Excellence in Corporate Governance in September 2008 but was stripped of it
soon after Raju's confession.
Corporate Governance Committee

Purpose of Corporate Governance Committee


The purpose of the Corporate Governance Committee is to carry out
the responsibilities
delegated by the Board of Directors (the Board) of Avis Budget
Group, Inc. (the
Corporation) relating to (a) the Corporations director nominations
process and
procedures, developing and maintaining the Corporations corporate
governance policies,
and any related matters required by the federal securities laws; (b) the
oversight of
diversity metrics and benchmarks of the Corporation; and (c) the
oversight of
compensation and evaluation of the Board.
Organization of Corporate Governance Committee
The Corporate Governance Committee shall consist of three or more
directors, each of

whom shall be independent in accordance with the applicable rules


of the NASDAQ
Stock Market (NASDAQ).
The members of the Corporate Governance Committee shall be elected
annually to oneyear
terms by a majority vote of the Board.
Vacancies on the Corporate Governance Committee shall be filled by
majority vote of the
Board at the next meeting of the Board following the occurrence of the
vacancy. The
members of the Corporate Governance Committee may be removed by
a majority vote of
the independent directors then in office.
The Corporate Governance Committee may form and delegate
authority to
subcommittees as appropriate and in
Authority and Responsibilities General
The Nominating and Corporate Governance Committee shall discharge its responsibilities,
and shall assess the information provided by the Companys management, in accordance with
its business judgment.
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Board and Committee Membership

1. Selection of Director Nominees. Except where the Company is legally


required by contract, bylaw or otherwise to provide third parties
with the right to nominate directors, the Nominating and
Corporate Governance Committee shall be responsible for
recommending to the Board the nominees for election as
directors at any meeting of stockholders and the persons to be
elected by the Board to fill any vacancies on the Board. In
making such recommendations, the Nominating and Corporate
Governance Committee shall consider candidates proposed by
stockholders.

The

Nominating

and

Corporate

Governance

Committee shall review and evaluate information available to it


regarding candidates proposed by stockholders and shall apply
the same criteria, and shall follow substantially the same process
in considering them, as it does in considering other candidates.
2. Criteria for Selecting Directors. The Boards criteria for selecting
directors are set forth in the Companys Corporate Governance
Guidelines.

The

Nominating

and

Corporate

Governance

Committee shall use such criteria to guide its director selection


process. The Nominating and Corporate Governance Committee
shall be responsible for reviewing with the Board, on an annual
basis, the requisite skills and criteria for new Board members as
well as the composition of the Board as a whole. The Nominating
and

Corporate

Governance

periodically

review

and

procedures

regarding

Committee

revise
director

as

it

may

adopt,

deems

candidates

and

appropriate,

proposed

by

stockholders.

3. Search Firms. The Nominating and Corporate Governance Committee


shall have the authority to retain and terminate any search firm to
be used to identify director nominees, including authority to
approve the search firms fees and other retention terms. The
Nominating

and

Corporate

Governance

Committee

is

empowered, without further action by the Board, to cause the


Company to pay the compensation of any search firm engaged
by the Nominating and Corporate Governance Committee.

4. Selection of Committee Members. The Nominating and Corporate


Governance Committee shall be responsible for recommending
to the Board the directors to be appointed to each committee of
the Board.

Corporate Governance

5. Corporate Governance Guidelines. The Nominating and Corporate


Governance Committee shall develop and recommend to the
Board a set of Corporate Governance Guidelines applicable to
the Company. The Nominating and Corporate Governance
Committee shall, from time to time as it deems appropriate,
review

and

reassess

the

adequacy

of

such

Corporate

Governance Guidelines and recommend any proposed changes


to the Board for approval.
-3Evaluation of the Board; Succession Planning

6. Evaluation of the Board. The Nominating and Corporate Governance


Committee shall be responsible for overseeing an annual selfevaluation of the Board to determine whether it and its
committees are functioning effectively. The Nominating and
Corporate Governance Committee shall determine the nature of
the evaluation, supervise the conduct of the evaluation and
discuss with the Board.

7. Succession of Senior Executives. The Nominating and Corporate


Governance Committee shall oversee an annual review by the
Board on succession planning, which shall include transitional
leadership in the event of an unplanned vacancy.

8. Additional Powers. The Nominating and Corporate Governance


Committee shall have such other duties as may be delegated
from time to time by the Board of Directors.

D. Procedures and Administration

1. Meetings. The Nominating and Corporate Governance Committee


shall meet as often as it deems necessary in order to perform its
responsibilities. The Nominating and Corporate Governance
Committee shall keep such records of its meetings as it shall
deem appropriate.

2.

Subcommittees.

The

Nominating

and

Corporate

Governance

Committee may form and delegate authority to one or more


subcommittees (including a subcommittee consisting of a single
member), as it deems appropriate from time to time under the
circumstances.

3. Reports to the Board. The Nominating and Corporate Governance


Committee shall report as required by the Board.

4. Charter. The Nominating and Corporate Governance Committee shall,


from time to time as it deems appropriate, review and reassess
the adequacy of this Charter and recommend any proposed
changes to the Board for approval.

5. Independent Advisors. The Nominating and Corporate Governance


Committee shall have the authority to engage such independent
legal and other advisors as it deems necessary or appropriate to
carry out its responsibilities. Such independent advisors may be
the regular advisors to the Company. The Nominating and
Corporate Governance Committee is empowered, without further
action by the Board, to cause the Company to pay the
compensation of such advisors as established by the Nominating
and Corporate Governance Committee.

6.

Investigations.

The

Nominating

and

Corporate

Governance

Committee shall have the authority to conduct or authorize


investigations into any matters within the scope of its
responsibilities as it shall deem appropriate, including the
authority to request any officer, employee or advisor of the
Company to meet with the

Nominating and Corporate Governance Committee or any advisors


engaged

by

the

Nominating

and

Corporate

Governance

Committee.

7. Annual Self-Evaluation. At least annually, the Nominating and


Corporate

Governance

Committee

shall evaluate

its own

performance.

Corporate Governance and Nominating Committee


Charter of the Corporate Governance and Nominating Committee of the Board of
Directors of Synopsys, Inc.
(As last amended on September 10, 2014)
Purpose
The purpose of the Corporate Governance and Nominating Committee (the
Committee) of the Board of Directors (the Board) of Synopsys, Inc. (Synopsys)
established pursuant to this charter is to identify and recommend to the Board candidates
for membership on the Board and Board committees, recommend to the Board candidates
for chief executive officer or co-chief executive officer, as the case may be, develop and
recommend criteria and policies relating to service and tenure of directors, and oversee
matters of corporate governance of Synopsys.

The Committee shall have the authority to undertake the specific duties and
responsibilities listed below and the authority to undertake such other specific duties as
the Board from time to time delegates to it, and shall have the authority to engage, at the
expense of Synopsys, advisors to assist the Committee in fulfilling its responsibilities
under this charter.
Membership
The Committee shall consist of a minimum of two (2) members of the Board, all of
whom shall meet the independence requirements set forth in the rules of The NASDAQ
Stock Market, and one of whom shall be designated by the Board as Chairperson. The
members of the Committee are appointed by and serve at the discretion of the Board.
The Committee may form and delegate authority to subcommittees as appropriate. The
operation of the Committee shall be subject to the Bylaws of Synopsys as in effect from
time to time and Section 141 of the Delaware General Corporation Law. The approval of
this Corporate Governance and Nominating Committee Charter shall be construed as a
delegation of authority to the Committee with respect to the responsibilities set forth
herein.
Authority
The Committee shall have full access to all books, records, facilities and personnel of
Synopsys as deemed necessary or appropriate by any member of the Committee to
discharge his or her responsibilities hereunder, and to investigate any matter brought to its
attention within the scope of its duties. The Committee shall have authority to retain, at
Synopsys expense, legal and other consultants, accountants, experts and advisors of its
choice to assist the Committee in connection with its functions, including any studies or
investigations. The Committee shall have the authority to approve the fees and other
retention terms of such advisors. In order to carry out its nominating duties, the
Committee shall have the authority to retain and terminate any search firm to be used to
assist it in identifying director candidates, including the authority to approve such firms
fees and other retention terms.
Responsibilities
The Committee shall have the following powers and responsibilities:
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1. Recommend to the Board the size and composition of the Board;


2. Adopt criteria to be used in reviewing and screening potential candidates to
become Board members;
3. Establish procedures and policies for identifying candidates for the Board;
4. Engage third parties to conduct searches for director candidates and other
appropriate purposes;
5. Review qualifications of potential nominees and make nominee recommendations
to the Board;
6. Submit to the Board annually candidates for membership on Board committees,
for chairperson of each committee, and for the positions of lead independent
director and chairperson of the Board;
7. Assess and determine, as appropriate, the method for assessing Board and
committee performance; establish criteria for evaluating the performance of
directors individually, and the Board and the committees as a whole; the
Committee is responsible for conducting such evaluations annually;
8. Consider director resignations and make recommendations to the Board regarding
removal of a director when appropriate;
9. Monitor and make recommendations to the Board on matters of Board policies
and practices, including policies on director orientation, continuing education,
independence, service and tenure;
10. Review and make recommendations to the Board regarding proposals of
stockholders that relate to corporate governance and nominations to the Board;
11. Consider matters of corporate governance and periodically review and make
recommendations to the Board with respect to the adoption of governance policies
and principles, including Synopsys Corporate Governance Guidelines and Code
of Ethics and Business Conduct;
12. Review and discuss with management Synopsys corporate governance-related
disclosures for inclusion in Synopsys periodic reports, registration statements or
proxy statements pursuant to applicable securities laws;
13. Periodically review Synopsys plan for succession of executive officers and
recommend to the Board candidates for successor(s) to the chief executive officer

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or co-chief executive officers, as the case may be and, at the Committees


discretion, other executive officers;
14. Review and discuss with management Synopsys strategy regarding mergers and
acquisitions and strategic investments;
15. Review and reassess the adequacy of this charter once each year and, if
appropriate, make recommendations to the Board as to changes to this charter as
the Committee may deem necessary or advisable. Periodically evaluate the
Committees performance and measure against best practices; and
16. Perform such other functions and have such other powers as may be necessary or
appropriate in the efficient and lawful discharge of the foregoing.
Meetings
The Committee will meet at such times, and with such frequency, as it shall determine
necessary or appropriate for it to fulfill its responsibilities under this charter.
Minutes
The Committee will maintain written minutes of its meetings, which minutes will be filed
with the minutes of the meetings of the Board.
Reports
The Committee shall provide regular reports to the Board regarding the deliberations,
actions taken and recommendations of the Committee.
- See more at:
http://www.synopsys.com/Company/AboutSynopsys/CorporateGovernance/Pages/GovC
ommittee.aspx#sthash.0wGVT9AN.dpuf

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