Charter of the Nominating and Corporate Governance Committee of the Board of Directors of Seagate Technology PLC
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:
- Identifying individuals qualified to become directors and selecting or recommending that the Board select the director nominees for the next annual general meeting or to fill vacancies or newly created directorships that may occur between such meetings.
- Reviewing and making recommendations to the Board with respect to any shareholder proposal that relates to corporate governance, including director candidates recommended by a shareholder.
- Recommending to the Board a set of corporate governance guidelines applicable to the Company, overseeing the implementation of those guidelines and any related matters required by federal securities laws and annually reviewing the corporate governance guidelines and their application.
- Overseeing the evaluation of the Board and its committees.
- Taking a leadership role in shaping the corporate governance of the Company.
- STRUCTURE AND OPERATIONS:
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.
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.
- The Committee shall meet at least quarterly, or more frequently as circumstances dictate. The Chairperson or any member of the Committee may call meetings of the Committee. Meetings of the Committee may be held telephonically. The Committee may also act by written consent.
- 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.
- RESPONSIBILITIES AND DUTIES
- The following functions shall be commonly recurring activities of the Committee. 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. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee.
- 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 also shall have sole authority to retain and to terminate any search firm to be used to assist it 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
- Recommend to the Board criteria for the selection of new directors to serve on the Board.
- Review and make recommendations regarding the composition, size and governance structure of the Board.
- The Board has not established term limits. As detailed in the Company’s Corporate Governance Guidelines, the Committee regularly reviews the qualifications / experience of existing Directors as part of the annual nominating process.
- Identify individuals believed to be qualified as candidates to serve on the Board (consistent with criteria approved by the Board) and select, or recommend that the Board select, the candidates for all directorships to be filled by the Board or by the shareholders at any shareholder meeting.
- The Company is committed to its value of inclusion and the Board believes it is important to consider diversity of race, ethnicity, gender, age, education, cultural background, and professional experiences. Accordingly, when evaluating candidates for nomination as new directors, the Committee will consider the foregoing factors and will include both underrepresented races and ethnicities and different genders. If the Nominating and Corporate Governance Committee chooses to engage a search firm, it will instruct such search firm to include both underrepresented races and ethnicities and different genders in the initial pool of qualified candidates. Each director candidate should possess a commitment to representing the long-term interests of the shareholders, the highest character and integrity, ability to make independent analytical inquiries, sufficient time to devote to Board matters, understanding of the Company’s business, and no conflict of interest that would interfere with performance as a director.
- Establish and oversee a procedure to evaluate candidates for nomination to the Board, 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.
- If the Chairperson of the Board is not an independent director, the Committee shall nominate for election by the independent directors a Lead Independent Director from the Company’s independent directors at their first executive session after each annual meeting of the shareholders.
- Recommend to the Board whether to accept or reject a director resignation, or take other action, where a director fails to receive a majority vote as specified under the Company’s Constitution.
- Where a director changes his or her principal employment or business affiliation and informs the Chairperson of the Committee and Company Secretary of this change pursuant to the Corporate Governance Guidelines, the Committee shall recommend to the Board whether or not to request that such director tender his or her resignation, or recommend other appropriate actions.
- If a vacancy on the Board and/or any Board committee occurs, identify and select and approve, or make recommendations to the Board regarding the selection and approval of candidates to fill such vacancy either by election by shareholders or appointment by the Board.
- Oversee all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates to serve on the Board.
- Consider questions of independence and possible conflicts of interest of members of the Board and senior executives of the Company.
- 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 SEC rules. The Committee shall review and determine whether to approve or ratify related person transactions on an ongoing basis.
- Develop, subject to approval of the Board, and oversee a process for annual evaluations of the Board and its committees and evaluate the performance of individual directors annually.
Committee Selection and Composition
- Recommend members of the Board to serve on the committees of the Board, giving consideration to the criteria for service on each committee as set forth in the charter for such committee.
- Recommend the removal of any member of any committee of the Board, where appropriate.
- Recommend members of the Board to serve as the Chair of the committees of the Board.
- Establish, monitor and recommend the purpose, structure and operations of the various committees of the Board and the qualifications and criteria for membership on each committee of the Board. The Committee shall make recommendations regarding periodic rotation of directors among the committees and term limitations of service on any committee of the Board.
- Periodically review the charter, composition and performance of each committee of the Board and make recommendations to the Board regarding its committees, including the creation of additional committees or the elimination of committees of the Board.
- The Committee shall conduct a periodic review of the Company’s succession planning process for the Company’s chief executive officer (“CEO”), chairperson of the board, and other executive officers and report its findings and recommendations to the Board. The Committee shall assist the Board in evaluating potential successors to the CEO and chairperson of the board.
- With the advice and assistance of the committee’s advisers, periodically review the adequacy of the Company’s Certificate of Incorporation and Constitution and recommend to the Board, as conditions dictate, that it propose amendments to the Company’s Certificate of Incorporation and Constitution for consideration by the shareholders.
- Develop and recommend to the Board a set of corporate governance principles to be addressed by the Company’s Corporate Governance Guidelines and recommend to the Board changes to such guidelines in light of such developments in corporate governance as may be appropriate.
- As further detailed in the Company’s Corporate Governance Guidelines, oversee the Company’s director orientation and continuing education, including making recommendations for continuing education of the Board members and evaluating the participation of members of the Board.
- Consider and review policies relating to meetings of the Board. This may include meeting schedules and locations, meeting agendas and procedures for delivery of materials in advance of meetings.
- Review and make recommendations to the Board with respect to any shareholder proposal that relates to corporate governance.
- Review compliance with share ownership requirements for directors under the Company’s Officer and Director Share Ownership Guidelines and annually report to the Board whether the requirements for directors are being maintained.
- Review the overall leadership structure of the Board and recommend changes as appropriate.
- Report regularly to the Board including:
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.
- Maintain minutes or other records of meetings and activities of the Committee.
- PERFORMANCE EVALUATION
- 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.
- The Committee shall review and reassess periodically the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or appropriate
- The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.
As amended and restated by the Board on April 28, 2020 and further updated on August 6, 2020.