recommendation or Board determination on whether to accept the resignation offer. If no existing member of the Corporate Governance and Nominating Committee is elected to a new term as a director at the same meeting, then those independent directors who were elected at such meeting shall appoint a special committee amongst themselves to consider the resignation offers and to recommend to the Board whether to accept them. If only three or fewer directors are elected to new terms at the same meeting, all directors may participate in the determination on whether to accept the resignation offers. To the extent that one or more directors’ offered resignations are accepted by the Board, the Board in its discretion may determine either to fill such vacancy or vacancies or reduce the size of the Board. Directors Who Retire or Change Their Principal Occupation The Board does not believe that directors who retire or change their principal occupation or business association should necessarily leave the Board. However, the Board has adopted a policy that upon a change in a director’s full-time employment, such director must submit to the Board a letter offering to resign from the Board. The Corporate Governance and Nominating Committee will review the appropriateness of continued Board membership and recommend to the Board the action to be taken with respect to such offered resignation. V. BOARD COMMITTEES The Board has established the following committees to assist the Board in discharging its responsibilities: (i) Audit; (ii) Corporate Governance and Nominating; (iii) Human Resources and Compensation; and (iv) Strategy and Investment. From time to time, the Board may form a new committee or disband an existing committee, depending upon the circumstances. The charters of the Audit Committee, Corporate Governance and Nominating Committee and Human Resources and Compensation Committee are published on the Applied website (www.appliedmaterials.com), and will be mailed to stockholders on written request. The Board is responsible for the appointment of the chair and members of each committee. The committee chairs report the highlights of their meetings to the Board following each meeting of the respective committees. The committees may occasionally hold meetings in conjunction with meetings of the Board. The number, content, frequency, length and agenda of committee meetings and other matters of committee governance will be determined by each committee in light of the authority delegated by the Board to the committee, as set forth in its committee charter. The chair of each committee is responsible for developing, with input from relevant Company managers, the committee’s agenda and objectives, the committee’s charter, if any, as approved by the Board, and legal, regulatory, accounting or governance principles applicable to that committee’s function. Sufficient time to consider the agenda items will be provided. Materials related to agenda items will be sent to committee members sufficiently in advance of the meeting to allow the members to prepare for discussion of the items at the meeting. Corporate Governance Guidelines 3.11.2022 5
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