The Nominating and Corporate Governance Committee

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:

• Reviewing and making recommendations to the Board regarding the Board's composition and structure
• Establishing criteria for Board membership and evaluating corporate policies relating to the recruitment of Board members
• And establishing, implementing and monitoring policies, processes and guidelines regarding principles of corporate governance in order to ensure the Board's compliance with its fiduciary duties to the Corporation and its stockholders.

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:

Corporate Governance Policy Establishment and Review

• Develop and maintain our principles of corporate governance including the establishment and maintenance of  a corporate code of ethics and conduct (our “Code of Business Conduct”) corporate governance guidelines (our “Corporate Governance Guidelines”) and review and assess their adequacy at least annually. 
• Direct members of our senior management to report any material violations of or non-compliance with the Code of Business Conduct to the Committee and be available to the Board and members of senior management to consult with and to resolve reported violations or instances of non-compliance with the Code of Business Conduct.
• Instruct outside counsel to report to the Committee any evidence of a material violation of the Code of Business Conduct by Citrix or any of our agents that is not appropriately addressed by our General Counsel or our Chief Executive Officer.
• Determine an appropriate response to material violations of or non-compliance with the Code of Business Conduct.
• Review and assess the adequacy of its charter periodically as conditions dictate, but at least annually, and recommend any modifications to the Board for its approval.
• Periodically review and assess the adequacy of our Certificate of Incorporation and By Laws and the charters of any Board committees to ensure compliance with any principles of corporate governance developed by the Committee and recommend to the Board any necessary modifications to our governing documents.
• Review and monitor our orientation program for new Board members and the continuing education program for members of our Board if required or advisable.

Board Composition, Nominations and Stockholder Proposals

• Evaluate the current composition and organization of our Board and its committees in light of requirements established by any regulatory body or applicable statute, rule or regulation and make recommendations regarding the foregoing to the Board for approval.
• Review the composition and size of the Board in order to ensure that it is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as a Citrix director, as determined by the Committee.
• Consider the diversity of background and experience of any nominee for election to the Board (such as diversity of knowledge, skills, experience and expertise) as well as diversity of personal characteristics (such as diversity of gender, race, ethnicity, culture, thought and geography) among the Board’s members in the overall context of the composition of the Board.
• Evaluate the performance of current Board members and make recommendations to the Board regarding the appropriateness of members of the Board standing for re-election.
• Evaluate and, if deemed necessary, recommend the termination of Board membership of any director in accordance with the Code of Business Conduct or any corporate governance principles adopted by our Board for cause or for other appropriate reason.
• Review and recommend to the Board an appropriate course of action upon the resignation of current Board members, or any planned expansion of the Board, and review the qualifications, experience and fitness for service on the Board of any potential new Board members.
• Evaluate and recommend to the Board the appointment of Board members to committees of the Board.
• Evaluate and approve a slate of nominees for election to the Board and review the qualifications, experience and fitness for service on the Board of any potential Board members.
• Review, in accordance with our Corporate Governance Guidelines, all stockholder proposals submitted to Citrix (including any director candidates recommended by stockholders and any proposal relating to the nomination of a member of the Board) and the timeliness of such submissions and recommend to the Board appropriate action on each proposal.

Conflicts of Interest

• Review policies and procedures with respect to transactions between Citrix and our officers, directors, affiliates of officers and directors or other related parties. 
• Resolve actual and potential conflicts of interest a Board member may have and provide guidance to any Board member having an actual or potential conflict of interest concerning how to conduct himself or herself in matters before our Board which may pertain to the conflict.

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.