Investor Relations

Corporate Governance & Nominating Committee




(adopted and effective as of November 7, 2018)

Subject to the powers and duties of the Board, the Board hereby delegates to the Committee the following powers and duties to be performed by the Committee on behalf of and for the Board:

Board Composition, Nomination and Evaluation


    1. The Corporate Governance and Nominating Committee (the "Committee") shall provide assistance to the board of directors (the "Board") of Harmonic Inc. (the "Corporation") in fulfilling its responsibility with respect to the corporate governance of the Corporation. The Committee's responsibilities include:

      1. Establishing a process for identifying, recruiting and recommending new candidates for membership on the Board and its committees;

      2. Recommending appropriate corporate governance policies and procedures to ensure the effective functioning of the Board; and

      3. Overseeing the evaluation of, and recommending appropriate compensation for, Board members.

    2. This Committee shall also be responsible for initial orientation of new Board members and ongoing training and evaluation of the effectiveness of all Board members.


    1. The Committee shall consist of not less than two (2) members of the Board, elected from time to time by the Board, who are "Independent Directors" as defined by the listing standards of the Nasdaq Stock Market, Inc. (the "Nasdsaq Stock Market").

    2. B. The Board or a majority of the Committee's members may appoint a chair of the Committee.

    3. Any member of the Committee may be removed or replaced at any time by the Board and shall cease to be a member upon ceasing to be a director of the Corporation. Each member of the Committee shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

    4. The Committee will meet at least twice per year. Additional meetings may be held as deemed necessary by the chair of the Committee or as requested by any member of the Committee. The chairperson of the Committee shall preside at each meeting. The chairperson will approve the agenda for the Committee's meetings and any member may suggest items for consideration. If a chairperson is not designated or present, an acting chair may be designated by the Committee members present.

    5. A member or members of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at that meeting.

    6. A quorum for the transaction of business at all meetings of the Committee shall be a majority of the members of the Committee. Questions arising at any meeting shall be determined by a majority of votes of the members of the Committee present.

    7. The Committee shall keep regular minutes of proceedings and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board at such times as the Board may, from time to time, require.

    8. The Committee shall choose as its secretary such person as it deems appropriate.

    9. The Committee may form and delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.

    10. The Committee shall have full authority to retain outside legal, accounting, or other advisors in carrying out its duties and responsibilities, and sole authority to retain and terminate any search firm to be used to identify potential director candidates. As part of this authority, the Committee shall be authorized to approve the fees payable to such advisors and firms and any other terms of retention, and the Corporation shall provide the funding determined appropriate by the Committee for any such advisors and firms.

    11. 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.

    12. The Committee shall periodically review and assess the adequacy of this charter and submit any recommended changes to the Board for approval.


    Corporate Governance

    Related Duties and Responsibilities

    1. Determine, as from time to time deemed appropriate, the criteria for qualification and selection of directors for election to the Board. In connection therewith, if the Committee deems it appropriate, determine and document (i) minimum qualifications that an individual must have to be a nominee of the Committee to the Board and (ii) qualities and skills necessary for a director. Consider and, if the Committee deems it appropriate, adopt director qualification requirements related to the number of boards on which a director may sit and director tenure, retirement and succession.

    2. Develop and update a long term plan for the composition and size of the Board that takes into consideration the current strengths, skills and experience on the Board, tenure on the Board, retirement dates and the strategic direction of the Corporation.

    3. Identify and evaluate possible candidates against such criteria and long term plan and recommend candidates for the Board's selection. Assist the Board in attracting and retaining qualified members of the Board.

    4. Consider the Board's leadership structure, including the separation of the Chairman and Chief Executive Officer roles and/or appointment of a lead independent director of the Board, either permanently or for a specific purpose, and make recommendations to the Board as the Committee deems appropriate.

    5. Evaluate the independence of directors and director nominees against the independence requirements of the Nasdaq Stock Market, applicable rules and regulations promulgated by the Securities and Exchange Commission and other applicable laws.

    6. Recommend to the Board the nominees of directors to be selected for membership on and chair of each Board committee.

    7. Develop and document a policy with respect to the Corporation's consideration of director candidates recommended by the stockholders of the Corporation.

    8. If the Committee determines that the Corporation should consider candidates recommended by stockholders, (i) develop and document the procedures to be followed by stockholders in submitting these recommendations, (ii) develop and document the Committee's process for identifying and evaluating nominees for director, including nominees recommended by stockholders, and (iii) determine whether the Committee will evaluate a nominee differently based on whether or not the nominee is recommended by a stockholder.

    9. Review, monitor and make recommendations regarding new director orientation and the ongoing development and education of existing Board members.

    10. Establish and administer a process for assessing the effectiveness, roles and responsibilities of the Board as a whole, the committees of the Board and the contribution of individual directors.

    11. Review the adequacy and form of compensation for members of the Board, and committees thereof, to ensure the compensation realistically reflects the responsibilities and risk involved in being an effective director and make recommendations to the Board regarding such compensation.

    12. Evaluate and recommend termination of Board membership of individual directors.

    13. Monitor the Corporation's corporate governance environment, compliance and reputation, other than with respect to those matters that are under the direction of either the Audit Committee or the Compensation Committee of the Board.

    14. Develop and recommend to the Board for adoption a set of Corporate Governance Guidelines, and periodically review the Guidelines and make recommendations to the Board of any appropriate changes.

    15. Review any proposals properly submitted by stockholders for action at the annual meeting of stockholders and make recommendations to the Board regarding action to be taken in response to each such proposal.

    16. If the Committee deems it appropriate, develop and document a process for stockholders to send communications to the Board and identify the Board members to whom such communications may be sent.

    17. Determine (i) the criteria by which a communication from a third party will be classified as a communication from a stockholder and (ii) whether all stockholder communications will be sent directly to the Board. If not all stockholder communications will be sent directly to the Board, develop and document a process for determining which stockholder communications will be relayed to the Board.

    18. Consider and, if the Committee deems it appropriate, adopt a policy regarding director attendance of the annual meeting of stockholders.

    19. Consider and, if the Committee deems it appropriate, adopt policies regarding director access to management and independent advisors.

    20. With respect to Executive Management's (as defined below) service on boards of directors of unrelated corporations that operate for profit and that compensate members of their boards and/or Executive Management's significant commitments with respect to non-profit organizations:

      1. consider a limit on the number of such boards on which individual members of Executive Management may participate;

      2. if the Committee deems it appropriate, receive notice of proposed membership by a member of executive management and, upon consultation with the Chief Executive Officer, have a right to approve such membership; and

      3. if the Committee deems such action appropriate, confirm in writing, through the Chief Executive Officer, to such member of executive management that the Corporation shall not indemnify such person nor be exposed to liability with respect to such person's participation on such board.

    21. Review actual and potential conflicts of interest of Board members and corporate officers, other than related party transactions reviewed by the Audit Committee, and approve or prohibit any involvement of such persons in matters that may involve a conflict of interest or the taking of a corporate opportunity.

    22. Review succession plans for Executive Management, including specific development plans and career planning for potential successors prior to their presentation to the Board by the chief executive officer of the Corporation (the "CEO"). For the purposes hereof, "Executive Management" means executive officers of the Corporation and such other officers of subsidiaries of the Corporation as may be designated by the Board.

    23. Have such other powers and duties as delegated to it by the Board.


    1. The Committee shall report to the Board at its next regular meeting all such action it has taken since the previous report.

    2. The Committee is authorized to request the presence at any meeting, but without voting rights, of a representative from external advisors, senior management, legal counsel or anyone else who could contribute substantively to the subject of the meeting and assist in the discussion and consideration of the business of the Committee, including directors, officers and employees of the Corporation.

Patrick Gallagher David Krall Susan Swenson
  • Member
  • Chair
  • Financial Expert
  • Independent Director
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