corporate governance

Corporate governance

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 CommitteePurpose 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 Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates 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.

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Evaluation of the Board; Succession Planning6. Evaluation of the Board. The Nominating and Corporate Governance Committee shall be responsible for overseeing an annual self-evaluation 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)

PurposeThe 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.

AuthorityThe 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.

ResponsibilitiesThe Committee shall have the following powers and responsibilities:

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 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.

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

ReportsThe 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/GovCommittee.aspx#sthash.0wGVT9AN.dpuf

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