LEAD INDEPENDENT DIRECTOR • Serve as the principal representative of and contact between the independent directors and the Executive Chairman; • Preside over meetings of the independent directors; • Assist the Executive Chairman in establishing the agenda for Board and stockholder meetings; • Monitor the quality, quantity and timeliness of information sent to the Board; • Ensure that he is available for consultation and direct communication with stockholders; • Recommend the retention of outside advisors and consultants; • Provide assistance to Committee Chairs and Committees; and • Provide assistance and counseling to individual directors as needed following the Board’s annual evaluation process. CHAIRMAN AND CHIEF EXECUTIVE OFFICER • Guide the strategic direction of Sanmina; • Provide oversight and guidance to Company management on other Company matters as appropriate; • Develop, in consultation with the Lead Independent Director, agendas for all Board meetings; • Oversees our corporate financial reporting and external audit, including, among other things, our internal control environment, the results and scope of the annual audit and other services provided by our independent registered public accounting firm and our internal audit function. • Is responsible for the appointment, compensation, oversight and assessment of the performance of our independent registered public accounting firm and is involved in the selection of the lead audit partner. • Oversees certain risks relating to the preparation of our financial statements, investment policies, casualty risk insurance policies and legal and regulatory compliance, among others. • Oversees our ethics program and reviews related party transactions and legal matters that could have a significant impact on our financial statements. COMPENSATION COMMITTEE • Reviews and approves the salaries and equity, incentive and other compensation of our executive officers. • Administers our equity incentive plan. • Approves the terms of our annual bonus program, monitors our global compensation policies and practices and serves as the administrator under our equity compensation plans. • Assists the Board in the oversight of risks relating to recruitment, retention, labor standards compliance and bonus and equity compensation plans and practices and reviews our talent planning process. • Preside over all meetings of the Board and the stockholders; • Review matters being considered by Board Committees; • Communicate with stockholders as needed; and • Make himself available for consultation and communication with all Board members. AUDIT COMMITTEE
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