Nominating and Corporate Governance Committee Charter

I. PURPOSE:

The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors of Seagate Technology plc (the “Company”) shall provide assistance to the Board of Directors in fulfilling its responsibility to shareholders of the Company and the investment community by:

  1. Identifying individuals qualified to become directors (consistent with criteria approved by the Board of Directors) and selecting, or recommending that the Board of Directors select, the director nominees for the next annual general meeting or to fill vacancies or newly created directorships that may occur between such meetings.
  2. Reviewing and making recommendations to the Board of Directors with respect to any shareholder proposal that relates to corporate governance, including director candidates recommended by a shareholder.
  3. Recommending to the Board of Directors a set of corporate governance guidelines applicable to the Company and overseeing the implementation of those guidelines.
  4. Overseeing the evaluation of the Board of Directors and its committees.
  5. Otherwise taking a leadership role in shaping the corporate governance of the Company.

II. STRUCTURE AND OPERATIONS:

Composition:
The Committee shall be composed of three (3) or more members of the Board of Directors, each of whom shall meet the independence standards in accordance with applicable law, including the rules set forth in the Nasdaq Marketplace Rules, as determined by the Board of Directors. A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.

Appointment and Removal:
The members of the Committee shall be appointed by the Board of Directors, and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.

Committee Chair:
Unless a Chair is elected by the Board of Directors, the members of the Committee shall designate a Chair by majority vote of the Committee membership. The Chair will chair all regular sessions of the Committee and set the agendas for Committee meetings. In the absence of the Committee Chairperson, the Committee shall select another member to preside.

Delegation to Subcommittees:
The Committee may form subcommittees composed of one or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.


III. MEETINGS

  1. The Committee shall meet at least twice annually, or more frequently as circumstances dictate. The Chair of the Committee or any member of the Committee may call meetings of the Committee. All meetings of the Committee may be conducted by telephone.
  2. The Committee may invite to its meetings any director, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities.

IV. RESPONSIBILITIES AND DUTIES

  1. The following functions shall be commonly recurring activities of the Committee in carrying out its purpose outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions or changes or as decided by the Board of Directors. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time, related to the purposes of the Committee outlined in Section I of this Charter.
  2. The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the authority to retain and terminate outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention. The Committee shall also have authority to retain and to terminate any search firm to be used for assistance in identifying candidates to serve as directors of the Company, including authority to approve the fees payable to such search firm and any other terms of retention.

Board Selection, Composition and Evaluation:

  1. Recommend to the Board of Directors criteria for the selection of new directors to serve on the Board of Directors.
  2. Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board of Directors.

    Identify individuals believed to be qualified as candidates to serve on the Board of Directors (consistent with criteria approved by the Board of Directors) and select, or recommend that the Board of Directors select, the candidates for all directorships to be filled by the Board of Directors or by the shareholders at any shareholder meeting.

    In identifying candidates for membership on the Board of Directors, the Committee shall take into account all factors it considers appropriate, which may include (a) ensuring that the Board of Directors, as a whole, is appropriately diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as an “audit committee financial expert”, as that term is defined by the rules of the SEC), local or community ties and (b) minimum individual qualifications, including strength of character, mature judgement, familiarity with the Company's business and industry, independence of thought and the ability to work as a team member. The Committee also may consider the extent to which the candidate would fill a present need on the Board of Directors.

  3. Review and make recommendations to the Board of Directors regarding whether members of the Board of Directors should stand for re-election.
  4. Establish and oversee a procedure to evaluate candidates for nomination to the Board of Directors, including those recommended by shareholders on a substantially similar basis as it considers other nominees. The Committee shall also adopt procedures for the submission of recommendations by shareholders as it deems appropriate.
  5. Recommend to the Board of Directors whether to accept or reject a director's resignation, or take other action, where a director fails to receive a majority vote as specified under our Articles of Association.
  6. Conduct all necessary and appropriate enquiries into the backgrounds and qualifications of possible candidates to serve on the Board of Directors.
  7. Consider questions of independence and possible conflicts of interest of members of the Board of Directors and Senior Executives of the Company.
  8. Oversee the Company's Related Person Transaction Policy regarding the policies and procedures for the review, approval and ratification of related person transactions, as defined in applicable US Securities and Exchange Commission rules, and review and approve or ratify related person transactions.
  9. Oversee the evaluation of the Board of Directors and its committees and evaluate the performance of individual directors annually.

    Committee Selection and Composition:

  10. Recommend members of the Board of Directors to serve on the committees of the Board of Directors, giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as:

    (i) ensuring that at least two members of the Compensation Committee are (a) “Non-employee Directors” within the meaning of Rule 16b-3 under the US Securities Exchange Act of 1934, as amended, and (b) satisfy the requirements of an “outside director” within the meaning of Section 162(m) of the US Internal Revenue Code;
    (ii) ensuring that all members of the Audit Committee shall be able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement, and at least one member must be an “audit committee financial expert” under the rules of the SEC; and
    (iii) taking into consideration any other factors that the Committee deems relevant.
  11. Where appropriate, recommend the removal of any member of any committee of the Board of Directors.
  12. Recommend members of the Board of Directors to serve as the Chair of the committees of the Board of Directors.
  13. Establish, monitor and recommend the purpose, structure and operations of the various committees of the Board of Directors, the qualifications and criteria for membership on each committee of the Board of Directors and, as circumstances dictate, make any recommendations regarding periodic rotation of directors among the committees and impose any term limitations of service on any committee of the Board of Directors.
  14. Review periodically the charter, composition and performance of each committee of the Board of Directors and make recommendations to the Board of Directors regarding its committees, including the creation of additional committees or the elimination of committees of the Board of Directors.

    Corporate Governance:

  15. Review the adequacy of the Certificate of Incorporation and Memorandum and Articles of Association of the Company and recommend to the Board of Directors, as conditions dictate, that it propose amendments to the Certificate of Incorporation and Memorandum and Articles of Association for consideration by the shareholders.
  16. Develop and recommend to the Board of Directors a set of corporate governance principles to be addressed by the Company’s Corporate Governance Guidelines and recommend to the Board of Directors changes to the Company’s Corporate Governance Guidelines in light of such developments in corporate governance as may be appropriate.
  17. Consider and review policies relating to meetings of the Board of Directors. This may include meeting schedules and locations, meeting agendas and procedures for delivery of materials in advance of meetings.
  18. Review and make recommendations to the Board with respect to any shareholder proposal that relates to corporate governance.
  19. Oversee any share ownership requirements for directors, confirm to the Board of Directors annually that the requirements are being maintained, and update the requirements as necessary and appropriate.
  20. Review the overall leadership structure of the Board and recommend changes as appropriate.

    Reports:

  21. Report regularly to the Board of Directors including:

    (i) following all meetings of the Committee; and
    (ii) reporting any other matters that are relevant to the Committee’s discharge of its responsibilities.

    The Committee shall provide such recommendations to the Board of Directors as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairperson or any other member of the Committee designated by the Committee to make such report.
  22. Maintain minutes or other records of meetings and activities of the Committee.

V. PERFORMANCE EVALUATION

  1. The Committee shall periodically perform a review and evaluation of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter.
  2. In addition, the Committee shall review and reassess periodically the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or appropriate.
  3. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.

As amended and restated by the Board of Directors on 26 April 2012, with an effective date of 26 April 2012.