The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of BROADSOFT, INC. (the "Company"), shall consist of at least two members of the Board. No Committee member shall be an employee of the Company and each member shall be free from any relationship that would interfere with the exercise of his or her independent judgment, as determined by the Board, in accordance with the applicable independence requirements of The NASDAQ Global Market ("NASDAQ"), when and as required by NASDAQ. The members of the Committee shall be appointed by the Board. Vacancies occurring on the Committee shall be filled by the Board. The Committee's chairperson shall be designated by the Board or, if the Board does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee. The Chair (or in his or her absence, a member designated by the Chair) shall preside at all meetings of the Committee.
PURPOSE AND POLICY
The purpose of the Committee shall be to: (a) oversee all aspects of the Company's corporate governance functions on behalf of the Board; (b) make recommendations to the Board regarding corporate governance issues; (c) identify, review and evaluate candidates to serve as directors of the Company and review and evaluate incumbent directors; (d) serve as a focal point for communication between such candidates, non-committee directors and the Company's management; (e) recommend prospective director candidates to the Board for nomination to serve as directors; (f) recommend nominees for each committee of the Board; and (g) make other recommendations to the Board regarding affairs relating to the directors of the Company, including director compensation.
OPERATING PRINCIPLES AND PROCESSES
In fulfilling its function and responsibilities, the Committee should give due consideration to the following operating principles and processes:
- Communication. The Committee shall encourage regular and meaningful contact throughout the year with the Board, committee chairpersons, members of senior management and independent professional advisors to the Board and its various committees, as applicable, to strengthen the Committee's knowledge of relevant current and prospective corporate governance issues.
- Committee Education/Orientation. The Committee shall be authorized to develop with management and participate in a process for systematic review of important corporate governance issues and trends in corporate governance practices that could potentially impact the Company and enhance the effectiveness of the Committee.
- Resources. The Committee shall be authorized to access such internal and external resources as the Committee deems necessary, appropriate or desirable to fulfill its defined responsibilities, including engagement of independent counsel, consultants and other professional advisors, as well as executive search firms to help identify director candidates. The Committee shall have sole authority to approve fees, costs and other terms of engagement of such outside resources. The Committee shall have the authority to perform such other functions, and shall have such powers, as may be necessary, appropriate or desirable in the efficient and lawful discharge of its responsibilities hereunder.
- Reporting to the Board. The Committee, through the Committee chairperson, shall report all material activities of the Committee to the Board from time to time or whenever so requested by the Board.
The operation of the Committee shall be subject to the provisions of the Bylaws of the Company and the Delaware General Corporation Law, each as in effect from time to time. The approval of this charter by the Board shall be construed as a delegation of authority to the Committee with respect to the responsibilities set forth herein. To implement the Committee's purpose and policies, the Committee shall be charged with the following duties and responsibilities outlined below; provided, however,
that the Committee may supplement and, except as otherwise required by applicable law or the requirements of NASDAQ, deviate from these activities as appropriate under the circumstances. Moreover, the Committee shall have power to delegate its power and authority to one or more subcommittees of the Committee.
- Director Nominations. The Committee shall have the responsibility of identifying, reviewing and evaluating candidates to serve on the Board, including consideration of any potential conflicts of interest, as well as applicable independence and experience requirements. The Committee shall have primary responsibility for determining the minimum qualifications for service on the Board and the right to modify the qualifications from time to time. The Committee shall also have the primary responsibility for reviewing, evaluating and considering the recommendation for nomination of incumbent directors for reelection to the Board, as well as monitoring the size of the Board. The Committee shall also recommend potential director candidates to the Board for nomination to serve as directors. The Committee shall also have the power and authority to consider recommendations for Board nominees and proposals submitted by the Company's stockholders and to establish any policies, requirements, criteria and procedures in furtherance of the foregoing, including policies and procedures to facilitate stockholder communications with the Board, to recommend to the Board appropriate action on any such proposal or recommendation and to make any disclosures required by applicable law in the course of exercising its authority.
- Board and Director Assessment. The Committee shall periodically review, discuss and assess the performance of the Board, including Board committees, seeking input from senior management, the full Board and others. The assessment shall include evaluation of the Board's contribution as a whole and effectiveness in serving the best interests of the Company and its stockholders, specific areas in which the Board and/or management believe contributions could be improved, and overall Board composition and makeup, including the reelection of current Board members. The factors to be considered shall include whether the directors, both individually and collectively, can and do provide the integrity, experience, judgment, commitment (including having sufficient time to devote to the Company and the level of director participation), skills, diversity and expertise appropriate for the Company. In assessing the directors, both individually and collectively, the Committee may consider the current needs of the Board and the Company to maintain a balance of knowledge, experience and capability in various areas. The Committee shall also consider and assess the independence of directors, including whether a majority of the Board continues to be independent from management in both fact and appearance, as well as within the meaning prescribed by NASDAQ. The results of these reviews shall be provided to the Board for further discussion as appropriate.
- Board Committee Nominations. The Committee, after due consideration of the interests, independence and experience of the individual directors and the independence and experience requirements of NASDAQ, the rules and regulations of the Securities and Exchange Commission ("SEC") and applicable law, shall evaluate the performance of the members of the committees of the Board, review the composition of such committees, and recommend to the entire Board annually the chairmanship and membership of each such committee.
- Continuing Education. The Committee shall oversee efforts by management to develop, implement and maintain appropriate (a) orientation and education programs and procedures for directors to familiarize new directors with the business of the Company, its management and professional advisors and (b) continuing education policies designed to foster a more extensive knowledge of the business of the Company. The Committee shall also have the authority, in its sole discretion, to retain advisors and consultants to develop and institute such programs, procedures and policies.
- Corporate Governance Principles. The Committee shall develop a set of corporate governance principles applicable to the Company (the "Corporate Governance Guidelines"). The Committee will also periodically review and assess the adequacy of the Corporate Governance Guidelines and recommend any proposed changes deemed appropriate to the Board for its consideration. The Committee shall monitor, on behalf of the Board, the Company's approach to corporate governance issues and shall undertake such other initiatives as are deemed appropriate to help the Board deliver exemplary corporate governance.
- Code of Conduct. The Committee shall periodically review Company policy statements to determine their adherence to the Company's Code of Business Ethics and Conduct (the "Code"). The Committee shall also review and, as appropriate, approve any waiver requested by directors or executive officers of the Company under the Code, such approved waivers to be promptly disclosed as required by applicable law and stock exchange requirements.
- Procedures for Information Dissemination. The Committee shall oversee and review the processes and procedures used by the Company to provide information to the Board and its committees. The Committee should consider, among other factors, the reporting channels through which the Board and its committees receive information and the level of access to outside advisors where necessary, appropriate or desirable, as well as the procedures for providing accurate, relevant and appropriately detailed information to the Board and its committees on a timely basis.
- Director Compensation. The Committee shall periodically review the compensation paid to non-employee directors for their service on the Board and its committees and recommend any changes considered appropriate to the full Board for its approval.
- Management Succession. The Committee shall periodically review with the Chief Executive Officer of the Company the plans for succession to the offices of the Company's Chief Executive Officer and other key executive officers and make recommendations to the Board with respect to the selection of appropriate individuals to succeed to these positions.
- Consideration of Director Resignations. The Committee shall, in accordance with the Corporate Governance Guidelines, review, consider and make recommendations to the Board regarding resignations submitted by a director as a result of the provisions set forth in the Corporate Governance Guidelines requiring such resignation as a result of (a) that director receiving a greater number of votes "withheld" from his or her election than votes "for" such election in an uncontested election or (b) that director substantially changing his or her principal occupation or business association during his or her tenure as a director.
- Self-Assessment. The Committee shall review, discuss and assess its own performance at least annually, and shall report the results of such assessment to the Board. The Committee shall also periodically review and assess the adequacy of this Charter, including the Committee's role and responsibilities as outlined in this Charter, and shall recommend any proposed changes to the Board for its consideration.
- Certificate of Incorporation, Bylaws and Committee Charters. The Committee shall periodically review and assess the adequacy of the Company's Certificate of Incorporation and Bylaws and the charters of any other committee of the Board (the "Governing Documents") to ensure compliance with any principles of corporate governance developed by the Committee and shall recommend any proposed modifications to the Governing Documents to the Board for its consideration.
- SEC Reports. The Committee shall prepare any reports or other disclosures required by the applicable SEC rules and regulations to be included in the Company's annual proxy statement.
MEETINGS, MINUTES AND REPORTS
The Committee shall hold such regular or special meetings as its members deem necessary, appropriate or desirable, but in no event less than annually. The presence in person or by telephone of a majority of the Committee's members shall constitute a quorum for any meeting of the Committee. All actions of the Committee will require (a) the vote of a majority of the members present at a meeting of the Committee at which a quorum is present or (b) a unanimous written consent.
Minutes of each meeting, and each written consent, will be kept and distributed to each member of the Committee, members of the Board who are not members of the Committee, and the Secretary of the Company, and shall be placed in the Company's minute book. The Chairman of the Committee shall report to the Board from time to time, or whenever so requested by the Board.