Strategy Committee

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:

• Review, and provide guidance to management and our Board with respect to, our strategy for strategic transactions.
• As appropriate, assist management and our Board with the review of proposals made by management for strategic transactions.
• Periodically, and as appropriate, review with management prospective candidates for corporate strategic transactions.
• Review periodic reports from management on completed strategic transactions and provide periodic reports to our Board for any transactions being considered, or authorized and approved, by management. 
• Review, consider and make recommendations to our Board regarding corporate strategic transaction having a transaction price as estimated by management to be greater than that delegated to management under any delegation of authority from our Board. 
• Notify the Nominating and Corporate Governance Committee of any conflict of interest or related party transaction that comes to the attention of the Committee in the exercise of its duties under its charter.
• Review and assess the adequacy of its charter periodically as conditions dictate and recommend any modifications to its charter, if and when appropriate, to the Board for its approval.

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.