Adopted by the Board of Directors on April 30, 2019
The Executive Committee of the Board of Directors (the "Board") of Synaptics Incorporated (the "Company") will have the purpose, responsibilities, authority and specific duties as described below.
Purpose and Responsibility
The Executive Committee (the "Committee") is a standing committee of the Board that has and may exercise from time to time and to the fullest extent permitted by the General Corporation Law of the State of Delaware, all powers of the Board in the management of the business and affairs of the Company, including, without limitation, financial matters in such manner as the Committee may deem in the best interests of the Company and its stockholders, consistent with the terms of the certificate of incorporation, bylaws and this Charter.
The Committee shall not have the authority to adopt, amend or repeal any provision of the Bylaws of the Company or take any other action which has been reserved for action by the full Board pursuant to the Bylaws or a resolution of the Board, or which the Committee is otherwise prohibited by law to take.
The Committee shall maintain minutes of meetings and activities of the Committee. The Committee shall make regular reports to the Board, and shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
The Committee will be comprised of not less than three members of the Board as determined and appointed annually by the Board. The members of the Committee shall serve at the discretion of the Board and may be removed or replaced upon the affirmative vote of a majority of the Board. The Chairperson of the Board shall serve as the Chair of the Committee. In the event that the Executive Committee Chair is unable to serve as chair for a specific meeting , the Chair shall designate one of the Committee members to preside or, in the absence of such designation, the Committee members in attendance shall designate a Committee member to preside at such meeting.
The Committee may choose to organize itself into subcommittees to facilitate the accomplishment of its work. The Committee shall have the authority to appoint consultants and advisers to assist in its work as deemed necessary, and such appointees may attend the relevant parts of the Committee meetings.
The Committee will not have regularly scheduled meetings. The Committee shall meet as it deems necessary to carry out its responsibilities or when the Chair of the Executive Committee deems necessary. A simple majority of the Committee shall constitute a quorum for the transaction of business. When a quorum is present, the vote of a majority of the voting Committee members present shall constitute the action or decision of the Committee.
Meetings of the Committee may be held in person or via teleconference or other remote meeting technologies. In lieu of a meeting, the Committee may act by unanimous written consent. All Committee meetings shall otherwise be held subject to and in accordance with the Company ' s Bylaws and applicable Delaware law.