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The Nominating and Corporate Governance Committee of our Board currently consists of Nanci E. Caldwell (Chair), Jesse A. Cohn and Peter J. Sacripanti. The Nominating and Corporate Governance Committee recruitment and nomination of members of the Board and Corporate Governance Committee.
Nanci Caldwell serves as the Nominating and Corporate Governance Committee’s Chair and our Board has determined that each member of the Nominating and Corporate Governance Committee meets the applicable independence requirements promulgated by NASDAQ and the SEC.
As provided in its charter, the primary function of the Nominating and Corporate Governance Committee is to assist the Board in fulfilling its responsibilities by:
As provided in its charter, the Nominating and Corporate Governance Committee must be comprised of a minimum of three members, as appointed by the Board, each of whom shall meet any independence requirements promulgated by the SEC, NASDAQ, any other exchange upon which our securities are traded or any governmental or regulatory body exercising authority over Citrix, and each member of the Nominating and Corporate Governance Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
Our Board appoints the members of the Nominating and Corporate Governance Committee annually and each member is to serve until his or her successor has been duly appointed and qualified or until his or her earlier resignation or removal. Unless a Chair is elected by the full Board, the members may designate a Chair by majority vote of the full Committee membership.
The Nominating and Corporate Governance Committee meets as necessary, but at least three times each year, to enable it to fulfill its responsibilities and duties as set forth in its charter. The Nominating and Corporate Governance Committee may invite members of management or others to attend Committee meetings and provide pertinent information on the issues being considered as the Committee may request.
The Nominating and Corporate Governance Committee reports its actions to our Board and keeps written minutes of its meetings, which are recorded and filed with our books and records.
We encourage you to refer to the Nominating and Corporate Governance Committee charter for a detailed listing of the actions that the Committee must take in order to fulfill its responsibilities and duties, including the following:
The Nominating and Corporate Governance Committee may exercise such additional powers and duties as may be reasonable, necessary or desirable, in the Committee’s discretion, to fulfill its duties under its charter.
The Nominating and Corporate Governance Committee has the authority to engage outside counsel and/or independent consultants to review any matter under its responsibility.
At least annually, the Nominating and Corporate Committee shall evaluate its own performance and report the results of such evaluation to the Board.