Governance and Nominating Committee Charter
Authority and Purpose
The Governance and Nominating Committee of Cascade Microtech Inc. (the “Company”) is appointed by the Company’s Board of Directors (the “Board”) to provide counsel to the Board with respect to Board organization, membership and functions, and Board committee structure and membership. The Governance and Nominating Committee will also be responsible for defining the qualifications for candidates for Board membership, evaluating qualified candidates, recommending candidates to the Board for election to the Board and proposing a slate of directors for election by the Company’s shareholders at each annual meeting of shareholders. In addition, the Governance and Nominating Committee shall undertake those specific duties and responsibilities listed below and such other duties as the Board shall from time to time prescribe. All powers of the Governance and Nominating Committee are subject to the restrictions designated in the Company’s Bylaws and by applicable law.
Committee Membership
The Governance and Nominating Committee members (the “Members”) shall be appointed by the Board and will serve at the discretion of the Board. The Governance and Nominating Committee will consist of at least three (3) members of the Board. The Governance and Nominating Committee shall be composed of members of the Company’s Board who are “independent”, as defined by the NASDAQ Stock Market. Unless otherwise directed by the Board, each Member shall serve until such Member ceases to serve as a member of the Board, or until his or her successor has been duly appointed by the Board.
Duties and Responsibilities
The duties of the Governance and Nominating Committee shall include, without limitation, the following:
1. Establishing, reviewing and making recommendations to the Board regarding Board composition and structure, including, without limitation:
(a) the term of office for directors;
(b) the size of the Board;
(c) changes to the format of Board meetings; and
(d) matters for consideration by the Board and Board committees.
2. Reviewing and making recommendations to the Board regarding the nature and duties of Board committees, including, without limitation:
(a) the charters, duties and powers of Board committees according to existing and planned Company objectives; and
(b) the term of office for committee members.
3. Establishing criteria for membership on the Board, such as particular market or geographic experience, financial background, business experience, and coordinating recruitment of new directors, including, without limitation:
(a) establishing Company policies relating to recruiting directors;
(b) evaluating potential candidates for election as directors and for service on each Board committee, including conducting the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates; and
(c) recommending to the Board the names of qualified persons to be nominated for election or re-election as directors and considering suggestions for Board membership submitted by shareholders.
4. Considering independence and questions of possible conflicts of interest of Board members and senior executives.
5. Periodically reviewing Director compensation and proposing changes to the Board.
6. Considering matters of corporate governance, and establishing and reviewing corporate governance principles.
Conduct of Business
The Governance and Nominating Committee shall conduct its business in accordance with this charter and any direction by the entire Board. The Governance and Nominating Committee shall report on its work and recommendations at least annually to the Board. Prior to the annual meeting of shareholders, the Governance and Nominating Committee will recommend to the Board the persons who will be the nominees of the Board for the election of whom the Board will solicit proxies. As part of this process, the Governance and Nominating Committee will consider candidates recommended by shareholders of the Company.
Management Support
To assist the Governance and Nominating Committee in fulfilling its duties, Company management will provide the Governance and Nominating Committee with information and recommendations as needed and requested.
Meetings
The Governance and Nominating Committee shall meet at least one time each year. The Governance and Nominating Committee may establish its own schedule which it will provide to the Board in advance. A majority of the Members of the Governance and Nominating Committee shall constitute a quorum for the transaction of business.
Minutes
The Governance and Nominating Committee will maintain written minutes of its meetings, which will be filed with the minutes of the meetings of the Board.
