The Strategy Committee of our Board currently consists of Tom Bogan, Murray Demo and Steve Dow. Under the terms of its charter, the Strategy Committee assists the Board in carrying out its oversight responsibilities relating to potential mergers, acquisitions, divestitures and other key strategic transactions outside the ordinary course of Citrix's business.
Steve Dow serves as the Strategy Committee's Chair and our Board has determined that each member of the Strategy Committee meets the applicable independence requirements promulgated by NASDAQ and the SEC.
As provided in its charter, the primary function of the Strategy Committee of our Board is to assist the Board in carrying out its oversight responsibilities relating to potential mergers, acquisitions, divestitures and other key strategic transactions outside the ordinary course of Citrix's business.
As provided in its charter, the Strategy Committee must be comprised of no less than two members, as appointed by our Board, each of whom shall meet the independence standards promulgated by the SEC, NASDAQ or any other exchange upon our securities may be traded. Each member of the Strategy Committee shall also 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 shall appoint the members of the Strategy Committee annually and each member is to serve until his or her successor is 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 Strategy Committee shall meet as necessary to enable it to fulfill its responsibilities and duties as set forth in its charter. The Strategy Committee may invite members of management or others to attend Committee meetings and provide pertinent information as the Committee may request on the issues being considered.
The Strategy Committee reports its actions to the Board and keeps written minutes of its meetings, which are recorded and filed with our books and records.
We encourage you to refer to the Strategy Committee charter for a detailed listing of the actions that the Committee must take in order to fulfill its responsibilities and duties, including the following:
The Strategy Committee may exercise such additional powers and duties as may be reasonable, necessary or desirable, in the Committee’s discretion, to fulfill its duties under its charter.
The Strategy Committee may appoint, retain, terminate and oversee the work of any advisors and approve such advisors’ fees and retention terms. Further, the Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities and duties as described above, and may seek and retain accounting, legal, consulting or other expert advice, at Citrix’s expense.
The Strategy Committee periodically evaluates its own performance and reports the results of such evaluation to our Board.