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Corporate Governance

Charter for the Nominating Committee of Nuance Communications, Inc.

Purpose

The purpose of the Nominating Committee of Nuance Communications, Inc. (the "Company") is to ensure that the Board of Directors (the "Board") is properly constituted to meet its fiduciary obligations to stockholders and the Company. To carry out this purpose, the Nominating Committee shall: (1) assist the Board by identifying prospective director nominees and recommending to the Board the director nominees for the next annual meeting of stockholders; and (2) recommend to the Board the directors that shall serve on each committee of the Board.

Committee Membership and Organization

  • The Nominating Committee shall be comprised of no fewer than two (2) members.
  • The members of the Nominating Committee shall meet the independence requirements of the Nasdaq Stock Market, except as otherwise permitted by the rules of the Nasdaq Stock Market.
  • The members of the Nominating Committee shall be appointed and replaced by the Board.

Committee Responsibilities and Authority

  • Evaluate the current composition and organization of the Board and its committees; determine future requirements; and make recommendations to the Board concerning the appointment of directors to committees of the Board, and recommend the selection of chairs of committees of the Board.
  • Determine on an annual basis the desired qualifications, expertise and characteristics for potential directors and conduct searches for director candidates that have corresponding attributes.
  • Evaluate, propose and approve nominees for election to the Board, and consider and evaluate stockholder nominees for election to the Board. In performing these tasks the Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates.
  • Form and delegate authority to subcommittees when appropriate.
  • Make regular reports to the Board.
  • Review and re-examine this Charter annually and make recommendations to the Board with respect to any proposed changes.
  • Review annually its own performance against the responsibilities outlined in this Charter and as otherwise established by the Board.
  • In performing its responsibilities, the Nominating Committee shall have the authority to obtain advice, reports or opinions from internal or external counsel and expert advisors.

Meeting and Minutes

  • Members of the Nominating Committee shall meet at least semiannually and will also meet, as required, in response to the needs of the Board and as necessary to fulfill their responsibilities.
  • The Nominating Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
     
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