The Nominating and Corporate Governance Committee of the Board of Directors (the "Board") of Fortinet, Inc. (the "Company") is established pursuant to Article 4.1 of the Company's Bylaws and Section 141(c) of the Delaware General Corporation Law.
The purpose of the Nominating and Corporate Governance Committee is to:
Assist the Board in identifying individuals who are qualified to become members of the Board in accordance with criteria approved by the Board and select, or recommend to the Board that the Board select, specified individuals as the director nominees for each annual meeting of stockholders;
Recommend members for each Board committee;
Develop and recommend to the Board corporate governance guidelines and policies applicable to the Company; and
Oversee the evaluation of the Board.
The Nominating and Corporate Governance Committee shall be comprised of no fewer than two (2) members.
The members of the Nominating and Corporate Governance Committee shall meet the independence requirements of The NASDAQ Stock Market LLC ("NASDAQ"), applicable rules and regulations promulgated by the Securities and Exchange Commission and other applicable laws.
The members of the Nominating and Corporate Governance Committee shall be appointed and removed by the Board and will serve at the discretion of the Board.
The Nominating and Corporate Governance Committee will set its own schedule of meetings and will meet at least two times per year, with the option of holding additional meetings at such times as it deems necessary or appropriate. Meetings of the Nominating and Corporate Governance Committee may be held telephonically. The Nominating and Corporate Governance Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Nominating and Corporate Governance Committee may also act by written consent without a meeting in accordance with the Company's Bylaws.
The Nominating and Corporate Governance Committee may form subcommittees for any purpose that the Nominating and Corporate Governance Committee deems appropriate and may delegate to such subcommittees such power and authority as the Nominating and Corporate Governance Committee deems appropriate. The Nominating and Corporate Governance Committee shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the Nominating and Corporate Governance Committee as a whole.
The Board may designate one member of the Nominating and Corporate Governance Committee as its chairperson. If the Board does not designate a chairperson, a majority of the members of the Nominating and Corporate Governance Committee may elect a chairperson of the Nominating and Corporate Governance Committee.
Consistent with this Charter, the Nominating and Corporate Governance Committee shall report to the Board regarding its activities and recommendations.
Members of the Nominating and Corporate Governance Committee shall receive such fees, if any, for their service as Nominating and Corporate Governance Committee members as may be determined by the Board in its sole discretion. Such fees may include retainers or per meeting fees. Fees may be paid in such form of consideration as is determined by the Board. Members of the Nominating and Corporate Governance Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof.
In performing its responsibilities, the Nominating and Corporate Governance Committee shall have the authority to engage and obtain advice, reports or opinions from internal or independent counsel and other expert advisors, as it determines necessary, to carry out its duties. The Nominating and Corporate Governance Committee shall have sole authority to retain and terminate search firms to assist in identifying director candidates, including sole authority to approve the search firm's fees and other retention terms.
The following are the principal responsibilities of the Nominating and Corporate Governance Committee:
Board Composition, Evaluation and Nominating Activities
Evaluate the current composition, organization and governance of the Board and its committees, determine future requirements and make recommendations to the Board for approval.
Review periodically the policy and procedures for considering stockholder nominees for election to the Board.
Review the desired qualifications, expertise, and characteristics for Board membership.
Search for, identify, evaluate and select, or recommend for the selection of the Board, candidates to fill new positions or vacancies on the Board, and review any candidates recommended by stockholders, provided such stockholder recommendations are made in compliance with the Company's Bylaws and its stockholder nominations and recommendations policies and procedures. When selecting Board candidates, the Nominating and Corporate Governance Committee will in its selection process consider diversity of skills, experience, gender, and race, among other factors.
Evaluate the performance of individual members of the Board eligible for re-election, and select, or recommend for the selection of the Board, the director nominees by class for election to the Board by the stockholders at the annual meeting of stockholders.
Evaluate the "independence" of directors and director nominees against the independence requirements of NASDAQ, applicable rules and regulations promulgated by the Securities and Exchange Commission and other applicable laws.
Review periodically the structure and composition of each committee of the Board and make recommendations, if any, to the Board for changes to the committees of the Board, including changes in structure or composition of the committees, as well as the creation or dissolution of committees.
Recommend to the Board persons to be members and chairpersons of the various committees.
Corporate Governance Generally
Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company.
Periodically review the corporate governance guidelines approved by the Board and recommend any changes deemed appropriate to the Board for its consideration.
Periodically review and reassess the adequacy and scope of this Charter and the Nominating and Corporate Governance Committee's established processes and procedures, and recommend any proposed changes to the Board for approval.
Oversee the performance of the Board, including each committee of the Board, and self-evaluation process.
Oversee the Company's corporate governance practices.
Oversee compliance by the Board and its committees with applicable laws and regulations, including the rules of NASDAQ and applicable rules and regulations promulgated by the Securities and Exchange Commission.
Review annually the performance of the Nominating and Corporate Governance Committee.
Review the disclosure included in the Company's proxy statement or other Securities and Exchange Commission filings regarding the Company's director nomination process and other corporate governance matters.
Ming Hsieh has served as a member of our Board of Directors since April 2013. Mr. Hsieh has served as the Chairman and CEO of Fulgent Therapeutics Inc., a pharmaceutical company, since September 2012. Prior to that, Mr. Hsieh served as the Chief Executive Officer, President and Chairman of the Board of Directors of Cogent, Inc., a provider of global biometric identification solutions, since founding Cogent in 1990 until its acquisition by 3M Company in 2010. Prior to that, Mr. Hsieh was a research and development engineer at International Rectifier Corporation, a manufacturer of semiconductors, from 1985 to 1987. Mr. Hsieh received a B.S.E.E. from the University of Southern California in 1983 and an M.S.E.E. from University of Southern California in 1984.
Mr. Hsieh has leadership, operational and executive experience by serving as Chief Executive Officer, President and Chairman of the Board of Directors of Cogent, Inc.
Gary Locke is the former Governor of the State of Washington, serving two consecutive terms from 1997 to 2005. With more than 20 years of public service leadership, Mr. Locke brings extensive knowledge on corporate and global issues related to the cybersecurity challenges of government organizations. From 2009 to 2011, Mr. Locke ran the U.S. Department of Commerce as the Commerce Secretary. He also served as the United States Ambassador to China from 2011 until 2014. In addition to his public service, Mr. Locke has extensive experience in international law and government relations. Born and raised in Seattle, Washington, Mr. Locke is a graduate of Yale University with a Bachelor of Arts in Political Science and a law degree from Boston University.
Mr. William H. Neukom has served as a member of our board of directors since January 2013. Mr. Neukom is the Founder, President and Chief Executive Officer of the World Justice Project. He is in the Seattle office of the international law firm K&L Gates. He is Chairman Emeritus of the San Francisco Baseball Associates, L.P., the ownership group of the San Francisco Giants major league baseball team (having served as its CEO from 2008 to 2011). He is a past president of the American Bar Association (2007-08) and trustee emeritus of Dartmouth College (Chair 2004-07). Mr. Neukom served as the lead lawyer for Microsoft Corporation from 1978 to 2002. As Executive Vice President of Law and Corporate Affairs, Mr. Neukom managed Microsoft’s legal, government affairs, and philanthropic activities.
Mr. Neukom serves on many organizations, including the Dean’s Council at Stanford Law School, the Board of the Pacific Counsel on International Policy, the Board of the Center for Advanced Study in the Behavioral Sciences at Stanford, and the Advisory Board of the William D. Ruckleshaus Center. In 1995, Mr. Neukom and his four children founded the Neukom Family Foundation, which supports not-for-profit organizations principally in the fields of health, human services, education, justice, and the environment. Mr. Neukom earned his LL.B. from Stanford University and received his A.B. from Dartmouth College.