As provided in its charter, the Nominating and Corporate Governance Committee must be comprised of a minimum of three members, as appointed by the Board, each of whom shall meet any independence requirements promulgated by the SEC, NASDAQ, any other exchange upon which our securities are traded or any governmental or regulatory body exercising authority over Citrix, and each member of the Nominating and Corporate Governance Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
Our Board appoints the members of the Nominating and Corporate Governance Committee annually and each member is to serve until his or her successor has been duly appointed and qualified or until his or her earlier resignation or removal. Unless a Chair is elected by the full Board, the members may designate a Chair by majority vote of the full Committee membership.
The Nominating and Corporate Governance Committee meets as necessary, but at least three times each year, to enable it to fulfill its responsibilities and duties as set forth in its charter. The Nominating and Corporate Governance Committee may invite members of management or others to attend Committee meetings and provide pertinent information on the issues being considered as the Committee may request.
The Nominating and Corporate Governance Committee reports its actions to our Board and keeps written minutes of its meetings, which are recorded and filed with our books and records.