The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Seagate Technology plc (the “Company”) shall provide assistance to the Board in fulfilling its responsibility to shareholders of the Company and the investment community by:
Composition:
The Committee shall be comprised of three (3) or more members of the Board, each of whom shall meet the independence standards in accordance with applicable law, including the rules promulgated by the Nasdaq Listing Rules (“NASDAQ”) and the Securities and Exchange Commission (“SEC”). A majority of the Committee shall constitute a quorum 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, 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.
Committee Chairperson:
Unless a Chairperson is appointed by the Board, the members of the Committee shall designate a Chairperson by majority vote of the Committee, provided that the Board may replace a Chairperson designated by the Committee at any time. The Chairperson will chair all regular sessions of the Committee and set the agendas for Committee meetings. In the absence of the 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 when the Committee deems appropriate and in the best interests of the Company and when such delegation would not violate applicable law, regulation or NASDAQ or SEC requirements.
Board Selection, Composition and Evaluation
Committee Selection and Composition
Succession Planning
Corporate Governance
Reports:
a. following all meetings of the Committee; and
b. with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities.
The Committee shall provide such recommendations to the Board as it deems appropriate. The report to the Board may take the form of an oral report by the Chairperson or any other member of the Committee designated to make such report.
As amended and restated by the Board on April 28, 2020 and further updated on August 6, 2020.