EXHIBIT 99
MOLEX INCORPORATED
CORPORATE GOVERNANCE & NOMINATING COMMITTEE CHARTER
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I. PURPOSE
The Corporate Governance & Nominating Committee (the "Committee") shall
have the following goals and objectives:
1. To identify individuals qualified to become members of the Company's
Board of Directors (the "Board") and recommend which members should
serve on its committees.
2. To recommend to the Board which qualified candidates should be
nominated to stand for election at each annual meeting of stockholders.
3. To monitor a process to assess Board effectiveness.
4. To develop and implement the Company's corporate governance guidelines
that comply with the applicable National Association of Securities
Dealers, Inc. ("NASD") Marketplace Listing Rules ("Rules").
II. COMPOSITION
The Committee shall consist of no fewer than three members recommended by
the Committee, and appointed by the Board annually. The Board shall have the
power at any time to change the membership of the Committee and to fill
vacancies in it, subject to the new members satisfying the criteria set forth
below. Members of the Committee shall serve until their successors are
appointed and qualify.
Each member of the Committee shall satisfy the independence requirements
of the NASD Rules and other appropriate laws, rules and regulations.
III. MEETINGS
The Committee shall meet as it deems appropriate but in no event less than
two times each fiscal year. The Committee may meet and/or take action in
person, via teleconference, via written consent or any other means agreed to
by the Committee. The Secretary (or a duly designated person) shall prepare
minutes for all meetings of the Committee to document the Committee's discharge
of its responsibilities. The draft minutes shall be approved at a subsequent
meeting of the Committee and shall be retained as part of the Company's
corporate records.
IV. POWERS AND AUTHORITY
The Committee shall have the following powers and authority in discharging
the responsibilities set forth in the next section:
1. To fix it own rules of procedure, unless expressly provided in this
Charter or the Company's by-laws.
2. To retain and terminate any outside advisor or consultant as it deems
necessary or appropriate, including any search firm to be used to
identify director candidates, and shall have the authority to approve
the consultant's fees and other retention terms.
3. To delegate authority to subcommittees when appropriate.
V. RESPONSIBILITIES AND DUTIES
The Committee shall have the following duties and responsibilities, in
addition to any additional similar matters that may be referred to the
Committee from time to time by the full Board or the Chairman:
A. Review and Recommend the Size and Composition of the Board
The Committee shall periodically review the composition and the number of
members comprising the Board and make recommendations to the Board taking into
the account factors it deems appropriate including the following:
1. The independence requirements of NASD Rules and other applicable
laws, rules and regulations.
2. The number of non-management/independent directors necessary to
staff the Board and its committees.
3. The benefit of having key members of executive management of the
Company serving on the Board.
4. The time and logistics necessary to function effectively by having
meaningful discussions and making timely decisions.
5. The skills and qualifications of the candidates.
B. Set Board Member Qualifications
The Committee shall develop qualification criteria for Board members. The
initial qualifications are attached as Exhibit A that may be changed from time
to time at the discretion of the Committee.
C. Recommend Board Candidates
The Committee will do the following:
1. Actively seek, interview and screen individuals qualified to become
Board members for recommendation to the Board.
2. Consider nominees proffered by other directors, management,
employees, stockholders, consultants hired by the Committee to
locate qualified candidates and such other persons as may be deemed
appropriate. The Committee will create a policy and develop
procedures regarding the submission of nominees by shareholders.
3. Make recommendations to the full Board concerning all nominees for
Board membership, including the re-election of existing Board
members.
D. Review and Recommend Director Compensation
The Committee will review and make recommendations regarding the
compensation paid to the directors by the Company both as to the amount and
the form of the compensation.
E. Recommend Composition and Functions of Board Committees
The Committee will do the following with respect to the committees of the
Board:
1. Recommend to the Board the number, accountability, types and
functions of the different Board committees.
2. Consider the qualifications for membership and recommend to the
Board the members for each Board committee.
3. Determine policies with regard to the rotation of directors among
the committees including any limitations on the tenure a director
should serve as a chairman or member of any particular committee.
F. Review and Recommend Corporate Governance Improvements
The Committee shall regularly review issues and developments relating to
corporate governance and make recommendations to the full Board regarding how
to best comply with any new laws or rules in addition to any other changes
that might enhance communication with and effective representation of the
Company's shareholders.
G. Evaluate Director and Committee Performance
The Committee will have responsibility to:
1. establish processes for evaluating the performance of the Board,
the Board committees, including this Committee.
2. periodically oversee the evaluation of the directors of the Company
and make recommendations as appropriate.
H. Provide the Chairman of Any Executive Session
The Chairman of the Committee shall serve as the chairman with respect to
any executive sessions of the Board that involve non-management directors only
and shall provide the interface between the outside directors and management.
I. Ensure Familiarity With New Developments
The Committee will keep abreast of any new developments pertaining to
matters within the scope of the responsibilities delegated to the Committee
under this charter via training, continuing education or other appropriate
means.
J. Provide Board Membership Orientation and Transition
The Committee will work with the Board to provide orientation regarding
new directors and to ensure a smooth transition as Board members approach
retirement.
K. Provide Succession Planning
The Committee will be responsible for overseeing the succession planning
process and will periodically report its recommendations to the Board.
L. Report To the Full Board of Directors
The Committee shall make regular reports to the Board.
M. Amendment of the By-Laws or Committee Charter
The Committee shall review and reassess the adequacy of the Company's
by-laws and this Charter and recommend any proposed changes to the Board for
approval.
EXHIBIT A
CRITERIA FOR MEMBERSHIP ON THE BOARD OF DIRECTORS
PERSONAL CHARACTERISTICS TO BE SOUGHT IN CANDIDATES FOR THE BOARD:
1. Well regarded in the community with long-term, good reputation for
highest ethical and moral standards.
2. Good common sense and judgment.
3. An independent, objective, candid and constructive approach.
4. The ability to contribute from a diversity of perspectives including
geographical, cultural and professional.
5. A strategic perspective, an awareness of the dynamics of change and
the ability to anticipate and capitalize on business opportunities.
6. A history of significant business or professional responsibilities
leading to a positive record of accomplishment in present and prior
positions.
7. Business and/or professional knowledge and experience applicable to
the Company's business.
8. The time, energy, interest, and willingness to assume the full
responsibilities of being a member of the Board.