The Nominating and Governance Committee (the "Committee") of the Board of Directors of DreamWorks Animation SKG, Inc. shall (i) establish Board membership criteria; (ii) identify individuals qualified to become Board members consistent with such criteria and select the director nominees for the next annual meeting of shareholders; (iii) develop and recommend to the Board a set of principles of corporate governance; (iv) facilitate the annual review of the performance of the Board and its committees; and (v) periodically review CEO and management succession plans.
The Committee's membership shall be determined in accordance with Section 5(a) of the Restated Certificate of Incorporation of the Company.
The responsibilities of the Committee include:
The Committee shall designate one member of the Committee to act as its chairperson. The Committee shall meet in person or telephonically at least four times a year at such times and places determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. The chairperson, with input from the other members of the Committee and, where appropriate, management, shall set the agendas for Committee meetings.
The Committee may request that any directors, officers or other employees of the Company, or any other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee may exclude from its meetings any persons it deems appropriate.
The Committee may form and delegate authority to subcommittees.
The Committee shall maintain minutes or other records of its meetings and shall give regular reports to the Board on these meetings and such other matters as required by this Charter or as the Board shall from to time specify. Reports to the Board may take the form of oral reports by the chairperson of the Committee or any other member of the Committee designated by the Committee to give such report.
Except as expressly provided in this Charter, the Company's Bylaws or the Company's Corporate Governance Guidelines, or as required by law, regulation or NASDAQ listing standards, the Committee shall set its own rules of procedure.
Adopted as amended as of February 19, 2009