Committee on Directors and Governance Charter
The Committee on Directors and Governance will: (i) recommend the principles of Director compensation and compensation to be paid to Directors, (ii) review the composition of Teradata's Board of Directors, recommend modifications to the qualification guidelines used in identifying prospective Board members, screen candidates for Board membership and recommend to the Board the candidates to be nominated for election as Directors, and make recommendations to the Board with respect to any director nominee nominated pursuant to the Company’s proxy access bylaw, and, in the event of a vacancy on the Board, recommend any successors; (iii) recommend to the Board the assignment of Directors to various Committees; (iv) monitor compliance with the Corporate Governance Guidelines established by the Board, including the guidelines on Director independence, and recommend to the Board changes as appropriate to those Guidelines; (v) recommend to the Board the performance criteria and evaluation process to be used by the Board in evaluating individual incumbent Directors and the Board functioning as a whole and oversee the evaluation of the Board; and (vi) see that proper attention is given, and appropriate responses are made, to shareholder concerns regarding corporate governance matters.
The Committee on Directors and Governance shall consist of two or more members of the Board of Directors, one of whom shall serve as Chair of the Committee on Directors and Governance. All of the members of the Committee shall be "independent" Directors as determined by the Board under the standards set forth in the Board's Corporate Governance Guidelines. The members shall be appointed or removed by a majority of the Board of Directors.
Primary Goals and Responsibilities
Nominating Board Candidates and Composition
- Review the appropriate size of the Board relative to its various responsibilities and make recommendations to the Board as necessary.
- Using the Board's Corporate Governance Guidelines, evaluate the needs of the Board to determine the qualifications of individuals best suited to further enhance the composition of the Board.
- Assist in attracting candidates who meet these qualifications and review the qualifications of persons identified as prospective members of the Board.
- Recommend to the Board nominees for election to the Board of Directors at the Annual Meeting of Stockholders. Review and consider candidates recommended by shareholders for nomination to the Board pursuant to the procedures set forth in the Company’s Bylaws and described in the Company’s proxy statement. Determine whether any director candidates nominated for election pursuant to the proxy access or advance notice provisions of the Bylaws satisfy the applicable requirements and make a recommendation to the Board concerning their election.
- In the event of a Director vacancy, recommend to the Board a successor for that position. If the Board accepts a Director's resignation pursuant to a majority withheld vote (as defined in the Company's Bylaws), the Committee will recommend to the Board whether to fill such vacancy or reduce the size of the Board.
- Consider offers to resign tendered by Directors in the event of major job changes as required under the Board's Corporate Governance Guidelines, and refer the matter to the Board with the Committee's recommendation whether such resignation should be accepted.
- The Committee shall have sole responsibility to retain and terminate search firms for the purpose of identifying prospective members of the Board, and determine the fees for such firms.
- Periodically review and recommend changes to the Corporate Governance Guidelines established by the Board, including the Director qualification guidelines and independence standards, and monitor adherence to the Corporate Governance Guidelines.
- Monitor compliance with the independence standards established by the Board and annually review and discuss with management the disclosure regarding director independence to be included in the Company’s proxy statement. The Committee will also conduct reviews of potential related-party transactions and potential conflicts of interests and will review all “related person transactions,” in accordance with the Teradata Corporation Related Person Transactions Policy, and determine whether such transactions should be considered by the disinterested members of the Board.
- Recommend to the Board the assignment of Directors to various Committees of the Board, with consideration of the desires of individual Directors and input from the Chief Executive Officer and Chairman of the Board.
- Periodically review the Company's Certificate of Incorporation and Bylaws and recommend changes to the Board.
- Review shareholder concerns regarding corporate governance and Board performance and make recommendations to the Board on the appropriate response.
- Periodically review and make recommendations to the Board of Directors concerning the annual retainer to be paid to the Board of Directors, and any other compensation programs relating to the Board of Directors.
- Periodically review market data for Director compensation to ensure that the compensation is reasonable and competitive in relation to other similar companies, and recommend to the Board whether any changes in the compensation package are desirable. In conducting this review, the Committee will consider that Directors' independence may be jeopardized if director compensation and perquisites, if any, exceed customary levels or if Directors receive indirect compensation from the Company or its affiliates.
- On an annual basis, recommend the criteria and process to assess the Board’s and Board Committees' performance, and oversee an evaluation of the Board and its Committees based on such criteria. The NYSE requires that the committee “oversee the evaluation of the board”. 303A.04(b)(i).
- Report at the next regular meeting of the Board all significant items discussed at any Committee on Directors and Governance meeting, and make recommendations to the Board as appropriate.
Other Responsibilities and Authority
- On an annual basis, evaluate the Committee's performance and report such evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.
- Perform such other oversight functions that from time to time may be assigned to it by the Board of Directors.
- Review and reassess the adequacy of the Committee's charter periodically and submit any recommended changes to the Board for approval.
- The Committee shall have authority to retain, and terminate, at the expense of the Company such outside consultants, counsel and other experts and advisors as it determines necessary to carry out its duties, including the sole authority to approve their fees. The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.
- The Committee may request that members of management be present at its meetings as it may deem desirable and appropriate. The Committee shall have all of the resources and authority to discharge its duties and responsibilities.
- The Committee may form and delegate authority to subcommittees where appropriate.
- The Committee on Directors and Governance shall hold meetings three times a year, and as many other times as the Committee deems necessary. Generally, meetings will be held in January, April and November/December, which may include executive sessions as desired by the Committee.
- A majority of the Committee members shall constitute a quorum, present in person or by telephone or through other telecommunications.
Amended and Restated: November 29, 2016