Nominating & Governance Committee Charter

Purpose

The purpose of the Nominating and Corporate Governance Committee is to ensure that the board of directors (the “Board“) of Jive Software, Inc. (the “Company“) is properly constituted to meet its fiduciary obligations to stockholders and the Company and to ensure that the Company has and follows appropriate corporate governance standards. To carry out this purpose, the Nominating and Corporate Governance Committee shall:

  • Assist the Board in identifying individuals who are qualified to become members of the Board in accordance with criteria approved by the Board and select — or recommend to the Board that the Board select — specified individuals as the director nominees for each meeting of stockholders at which directors are to be elected.
  • Review and make recommendations on Board committee structure and composition.
  • Develop and recommend to the Board corporate governance guidelines applicable to the Company.
  • Oversee the evaluation of the Board of the Company.

The Nominating and Corporate Governance Committee has the authority to undertake the specific duties and responsibilities enumerated in or consistent with this charter, and it will have the authority to undertake such other specific duties as the Board from time to time prescribes.

Composition

  1. Membership and Appointment. The Nominating and Corporate Governance Committee shall consist of at least two members of the Board. Members of the Nominating and Corporate Governance Committee shall be appointed by the Board and may be removed by the Board in its discretion.
  2. Qualifications. The members of the Nominating and Corporate Governance Committee shall meet the independence requirements of the NASDAQ Global Market and such other qualifications as may be established by the Board from time to time.
  3. Chairperson. The Board may designate a chairperson of the Nominating and Corporate Governance Committee. If the Board does not designate a chairperson, a majority of the members of the Nominating and Corporate Governance Committee may elect a chairperson of the Nominating and Corporate Governance Committee.

Responsibilities

The following are the principal recurring responsibilities of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may perform such other functions as are consistent with its purpose and applicable law, rules and regulations and as the Board or the Nominating and Corporate Governance Committee deem appropriate. In carrying out its responsibilities, the Nominating and Corporate Governance Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances.

  1. Board Composition, Evaluation and Nominating Activities. The Nominating and Corporate Governance Committee shall:
    • Review the composition, organization and governance of the Board and its committees, determine the criteria for Board membership, including issues of character, judgment, diversity, age, expertise, corporate experience, length of service, other commitments and the like, and make recommendations to the Board for approval.
    • Develop and review periodically the policies and procedures for considering stockholder nominees for election to the Board.
    • Recommend to the Board on an annual basis desired qualifications and characteristics for Board membership.
    • Search for, identify, evaluate and select — or recommend for the selection of the Board –candidates to fill new positions or vacancies on the Board as well as review any candidates recommended by stockholders provided such stockholder recommendations are made in compliance with the Company’s bylaws and its stockholder nominations and recommendations policies and procedures.
    • Evaluate the performance of individual members of the Board eligible for re-election, and select, or recommend for the selection of the Board, the director nominees by class for election to the Board by the stockholders at the annual meeting of stockholders or any special meeting of stockholders at which directors are to be elected.
    • Evaluate and recommend termination of membership of individual directors for cause or for other appropriate reasons.
    • Evaluate the “independence” of directors and director nominees against the independence requirements of the NASDAQ Global Market, applicable rules and regulations promulgated by the Securities and Exchange Commission and other applicable laws.
    • Periodically review and recommend to the Board for approval the compensation and benefits, including equity awards, for non-employee directors.
  2. Board Committees. The Nominating and Corporate Governance Committee shall:
    • Review periodically the composition of each committee of the Board and make recommendations to the Board for the creation of additional committees, any change in mandate of committees, or the dissolution of committees.
    • Recommend to the Board persons to be members and chairpersons of the various committees.
  3. Corporate Governance. The Nominating and Corporate Governance Committee shall:
    • Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company.
    • Review annually the corporate governance guidelines approved by the Board and their application and recommend any changes deemed appropriate to the Board for its consideration.
    • Oversee the Board’s annual performance and self-evaluation process, including, without limitation, conducting surveys of director observations, suggestions and preferences regarding how effectively the Board and each committee operates. Report its conclusions from the evaluation process, including an assessment of the Board’s and the committees’ compliance with the principles set forth in the corporate governance guidelines and in the relevant committee charters. Identify areas in which the Board and the committees could improve performance.
    • Conduct a periodic review of the Company’s succession planning process for the chief executive officer (“CEO”), report its findings and recommendations to the Board, and assist the Board in evaluating potential successors to the CEO.
    • Conduct a periodic review on the Company’s succession planning process for the Company’s executive management team besides the CEO and report its findings and recommendations to the Board.
    • Evaluate the participation of members of the Board in orientation and continuing education activities in accordance with applicable listing standards.
    • Review the disclosure included in the Company’s proxy statement regarding the Company’s director nomination process and other corporate governance matters.
    • Review any proposals properly submitted by stockholders for action at the annual meeting of stockholders and make recommendations to the Board regarding action to be taken in response to each such proposal.
  4. Conflicts of Interest. The Nominating and Corporate Governance Committee shall:
    • Review and monitor compliance with the Company’s Code of Business Conduct and Ethics.
    • Consider questions of possible conflicts of interest of Board members and of corporate officers.
    • Review actual and potential conflicts of interest of Board members and corporate officers (other than related party transactions reviewed by the Audit Committee) and approve or prohibit any involvement of such persons in matters that may involve a conflict of interest or the taking of a corporate opportunity.

Meetings and Precedures

  1. Meetings.
    • The Nominating and Corporate Governance Committee will set its own schedule of meetings and will meet at least two times per year, with the option of holding additional meetings at such times as it deems necessary or appropriate. The chairperson of the Nominating and Corporate Governance Committee shall preside at each meeting. If a chairperson is not designated or present, an acting chair may be designated by the Nominating and Corporate Governance Committee members present. The Nominating and Corporate Governance Committee may act by written consent (which may include electronic consent), which shall constitute a valid action of the Nominating and Corporate Governance Committee if it has been executed by each member of the Nominating and Corporate Governance Committee and shows the date of execution.
    • The Nominating and Corporate Governance Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. Any written consent will be effective on the date of the last signature and will be filed with the minutes of the meetings of the Board.
    • The Nominating and Corporate Governance Committee may invite to its meetings any director, officer or employee of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Nominating and Corporate Governance Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities, including non-management directors who are not members of the Nominating and Corporate Governance Committee.
  2. Reporting to the Board of Directors. Consistent with this charter, the Nominating and Corporate Governance Committee shall report to the Board regarding its recommendations for director nominees for the next annual meeting of stockholders or any special meeting of stockholders at which directors are to be elected or to fill vacancies or newly created directorships on the Board or committees. In addition, the Nominating and Corporate Governance Committee shall report regularly to the Board (i) following meetings of the Nominating and Corporate Governance Committee, (ii) with respect to its review and assessment of corporate governance matters and such other matters as are relevant to the Nominating and Corporate Governance Committee’s discharge of its responsibilities, and (iii) with respect to such recommendations as the Nominating and Corporate Governance Committee may deem appropriate. The report to the Board may take the form of an oral report by the chairperson or any other member of the Nominating and Corporate Governance Committee designated by the Nominating and Corporate Governance Committee to make such report.
  3. Authority to Retain Advisors. In performing its responsibilities, the Nominating and Corporate Governance Committee shall have the authority to engage and obtain advice, reports or opinions from internal or independent counsel and other expert advisors as it determines necessary or appropriate to carry out its duties. The Nominating and Corporate Governance Committee shall have sole authority to retain and terminate search firms that are engaged to assist in identifying director candidates, including sole authority to approve the search firm’s fees and other retention terms. The Company will provide appropriate funding, as determined by the Nominating and Corporate Governance Committee, to pay any such search firms or any other outside advisors hired by the Nominating and Corporate Governance Committee and any administrative expenses of the Nominating and Corporate Governance Committee that are necessary or appropriate in carrying out its activities.
  4. Subcommittees. The Nominating and Corporate Governance Committee may form subcommittees for any purpose that the Nominating and Corporate Governance Committee deems appropriate and may delegate to such subcommittees such power and authority as the Nominating and Corporate Governance Committee deems appropriate. If designated, any subcommittee will establish its own schedule and maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Nominating and Corporate Governance Committee shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the Nominating and Corporate Governance Committee as a whole.
  5. Committee Charter Review. The Nominating and Corporate Governance Committee shall review and reassess the adequacy of this charter annually and shall submit any recommended changes to the charter to the Board for approval.
  6. Performance Review. The Nominating and Corporate Governance Committee shall review and assess the performance of the Nominating and Corporate Governance Committee on an annual basis.
Committee Members
ChairpersonChuck Robel
Committee MemberGabrielle Toledano
Committee MemberPhil  Koen
Nominating & Governance Committee Charter
Governance Documents
Download Corporate Governance DocumentationCorporate Governance Guidelines
Download Corporate Governance DocumentationCode of Business Conduct and Ethics
Download Corporate Governance DocumentationAnti-Corruption Policy
Download Corporate Governance DocumentationAudit Committee Charter
Download Corporate Governance DocumentationCompensation Committee Charter
Download Corporate Governance DocumentationNominating and Governance Committee Charter