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Corporate Governance

Charter for the Governance Committee of Nuance Communications. Inc.

The purpose of the Governance Committee of Nuance Communications, Inc. (the "Company") is to ensure that the Company has and follows appropriate governance standards. To carry out this purpose, the Governance Committee shall: (1) develop and recommend to the Board of Directors (the "Board") the governance principles applicable to the Company; and (2) oversee the evaluation of the Board.

1. Committee Membership and Organization

  • The Governance Committee shall be comprised of no fewer than two (2) members.
  • The members of the Governance Committee shall be appointed and replaced by the Board.

2. Committee Responsibilities and Authority

  • Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and review those guidelines from time to time as appropriate.
  • Evaluate the governance of the Board and its committees.
  • Oversee the Board performance evaluation process, including conducting surveys of director observations, suggestions and preferences.
  • Evaluate and recommend termination of service of individual members of the Board as appropriate, in accordance with the Board's governance principles, for cause or for other proper reasons.
  • Conduct an annual review on succession planning, report its findings and recommendations to the Board, and work with the Board in evaluating potential successors to executive management positions.
  • Coordinate and approve Board and committee meeting schedules.
  • Form and delegate authority to subcommittees when appropriate.
  • Make regular reports to the Board.
  • Review and re-examine this Charter annually and make recommendations to the Board with respect to any proposed changes.
  • Review annually its own performance against the responsibilities outlined in this Charter and as otherwise established by the Board.
  • In performing its responsibilities, the Governance Committee shall have the authority to obtain advice, reports or opinions from internal or external counsel and expert advisors.

3. Meeting and Minutes

  • Members of the Governance Committee shall meet at least semiannually and will also meet, as required, in response to the needs of the Board and as necessary to fulfill their responsibilities.
  • The Governance Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
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