This excerpt taken from the XLNX 8-K filed May 16, 2006.
4) Board Committees
a) Number of Committees
The Board currently has four committees: the Audit, Compensation, Nominating and Governance Committees and the Committee of Independent Directors. The Board may choose to form a new committee or disband a current committee depending on the circumstances. The Audit, Compensation and Nominating and Governance Committees shall be composed entirely of independent Directors.
With the exception of the Committee of Independent Directors, each committee has a written charter, approved by the Board, describing the committees general authority and responsibilities. Each committee reviews its charter annually, and makes such revisions as are considered appropriate. Each committee has the authority to engage outside experts, advisers and counsel to the extent it considers appropriate to assist the committee in its work. Each committee regularly reports to the Board concerning its activities.
c) Functions of the Committees
i. The Audit Committee assists the Board in fulfilling its oversight responsibilities to the stockholders relating to the companys financial statements and internal controls, the financial reporting process, the systems of internal accounting and financial controls, the audit process, and the anonymous submissions by employees using the on-line incident reporting tool.
ii. The Compensation Committee has responsibility for establishing the Companys compensation policies. The committee evaluates and recommends CEO compensation for approval by the Board and determines the compensation of the Board of Directors and other executive officers. It oversees the Companys equity plans and granting procedures, shareholder dilution and overhang.
iii. The Nominating and Governance Committee has responsibility for nominating individuals to serve as members of the Board of Directors and to establish policies affecting corporate governance. The Nominating and Governance Committee determines the size and composition of the Companys Board of Directors and nominates Directors and executive officers for election.
iv. The Committee of Independent Directors oversees succession planning and other matters as deemed appropriate.