Nominating and Governance Committee
Nominating and Governance Committee
Adopted Dec 16, 2009
As modified on December 12, 2017
The purpose of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Tesla, Inc. (the “Company”) shall be to review and make recommendations to the Board on matters concerning corporate governance; Board composition; identification, evaluation and nomination of director candidates; composition of Board committees and conflicts of interest.
In furtherance of these purposes, the Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.
The Committee members shall be appointed by, and shall serve at the discretion of, the Board. The Committee shall consist of no fewer than three members of the Board. The Board may designate one member of the Committee as its chair. The Committee may form and delegate authority to subcommittees when appropriate. Members of the Committee shall not have a relationship with the Company or its affiliates that may interfere with the exercise of their independence, and shall otherwise be deemed "Independent Directors" as defined by the listing standards of the Nasdaq Stock Market, Inc. (the "Nasdaq Rules").
The responsibilities and duties of the Committee shall include:
Corporate Governance Generally
- Reviewing annually the principles of corporate governance approved by the Board, including the Company’s Code of Business Conduct and Ethics and Corporate Governance Guidelines, to ensure that they remain relevant and are being complied with and monitored by management, recommending changes to the Board as necessary;
- Overseeing the Company’s corporate governance practices, including reviewing proposed changes to the Company's Certificate of Incorporation and Bylaws and making recommendations to the Board;
- Determining the manner in which stockholders may send communications to the Board (as a whole or individually), as well as the process by which stockholder communications will be relayed to the Board and what the Board's response, if any, should be;
- Reviewing periodically the succession planning for the Chief Executive Officer and other executive officers, reporting its findings and recommendations to the Board, and working with the Board in evaluating potential successors to these executive management positions;
- Reviewing any stockholder proposals properly submitted for action at the annual meeting of stockholders and recommending Board responses;
- Overseeing compliance by the Board and its committees with applicable laws and regulations, including those promulgated by the Securities and Exchange Commission and the Nasdaq Rules;
- Reviewing the disclosure included in the Company's proxy statement regarding the Company's corporate governance practices, including its Board nomination process;
- Investigating, or authorizing on its behalf an investigation of, any matter relating to any purpose, responsibility, duty, or power of the Committee set forth in this charter or applicable law, or delegated to the Committee by the Board, and obtaining unrestricted access to the Company’s books, records and employees in furtherance of any such investigation; and
- Reviewing, and recommending changes if appropriate to the Board with respect to, its own charter, structure, membership requirements and processes on an annual basis;
Board Composition, Evaluation and Nominating Activities
- Evaluating the independence of members of the Board and Board nominees against the independence requirements of the Securities and Exchange Commission, the Nasdaq rules and other applicable laws;
- Overseeing the Board evaluation process including conducting periodic evaluations of the performance of the Board as a whole and each Board committee and evaluating the performance of Board members eligible for re-election;
- Reviewing and making recommendations to the Board regarding the composition and size of the Board, and determining the relevant criteria (including any minimum qualifications) for Board membership including issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company's business, other commitments and the like;
- Establishing and periodically reviewing procedures for the submission of candidates for election to the Board (including recommendations by stockholders of the Company);
- Establishing procedures for identifying and evaluating nominees for Director;
- Reviewing and recommending candidates for election to the Board at the annual meeting of stockholders or at any special meeting of stockholders at which one or more directors are to be elected, in compliance with the Company's policies and procedures for consideration of Board candidates;
- Prospectively identifying, considering and recommending candidates to fill new positions or vacancies on the Board; in performing these duties, the Committee shall have the authority, at the Company's expense, to retain and terminate any search firm to be used to identify Board candidates and shall have authority to approve the search firm's fees and other retention terms;
- Reviewing and making recommendations to the Board with respect to the Directors' stock option grants under the 2010 Equity Incentive Plan (as amended) and any proposed amendments thereto, subject to obtaining stockholder approval of any amendments as required by applicable law or the Nasdaq Rules;
- Evaluating and making recommendations for continuing education activities of Board members;
- Periodically reviewing the charter, size and composition of each Board committee and making recommendations to the Board for the creation of additional Board committees or a change in mandate or dissolution of Board committees;
- Recommending to the Board persons to be members of the various Board committees;
Conflicts of Interest
- Reviewing and approving the Company's Code of Business Conduct and Ethics for all personnel;
- Considering questions of possible conflicts of interest of Board members and of corporate officers; and
- Reviewing actual and potential conflicts of interest of Board members and corporate officers, other than related party transactions reviewed by the Audit Committee, and approving or prohibiting any involvement of such persons in matters that may involve a conflict of interest or taking of a corporate opportunity.
In performing its duties, the Committee shall have the authority, at the Company's expense, to retain, hire, and obtain advice, reports or opinions from internal or external legal counsel, search firms and expert advisors to assist with the execution of the Committee’s duties and responsibilities as set forth in this charter or applicable law, or delegated to the Committee by the Board.
The Committee will meet as often as may be deemed necessary or appropriate, in its judgment, in order to fulfill its responsibilities, but not less than two times a year. The Committee may meet either in person or telephonically, and at such times and places as the Committee determines. The Committee may establish its own meeting schedule, which it will provide to the Board. The Committee may invite to its meetings other Board members, Company management and such other persons as the Committee deems appropriate in order to carry out its responsibilities. The chairperson of the Committee shall preside at each meeting; if a chairperson is not designated or present, an acting chair may be designated by the Committee members present.
The Committee will maintain written minutes of its meetings, which will be filed with the minutes of the meetings of the Board.
The Chair of the Committee shall make regular reports to the full Board on the actions and recommendations of the Committee.
Members of the Committee shall receive such fees, if any, for their service as Committee members as may be determined by the Board in its sole discretion.
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