Professional Documents
Culture Documents
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.
The
Nominating
and
Corporate
Governance
The
Nominating
and
Corporate
Governance
Corporate
Governance
periodically
review
and
procedures
regarding
Committee
revise
director
as
it
may
adopt,
deems
candidates
and
appropriate,
proposed
by
stockholders.
and
Corporate
Governance
Committee
is
Corporate Governance
and
reassess
the
adequacy
of
such
Corporate
2.
Subcommittees.
The
Nominating
and
Corporate
Governance
6.
Investigations.
The
Nominating
and
Corporate
Governance
by
the
Nominating
and
Corporate
Governance
Committee.
Governance
Committee
shall evaluate
its own
performance.
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:
9
10
11