Unedited,Unrehearsed conversation with CEO Adam Miller.
The purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Cornerstone OnDemand, 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; Board committees; Board compensation and conflicts of interest.
In furtherance of these purposes, the Committee will undertake the specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.
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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
Board Composition, Evaluation and Nominating Activities
Board Committees
Conflicts of Interest
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 and expert advisors.
The Committee will meet as often as may be deemed necessary or appropriate, in its judgment, in order to fulfill its responsibilities. 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 Committee may also act by unanimous written consent of its members (including electronic consent).
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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Cornerstone OnDemand 1601 Cloverfield Blvd., Suite 600S Santa Monica, CA 90404
ir@csod.com