The Board currently has four committees: (i) Audit, (ii) Compensation, (iii) Corporate Governance and Nominating and (iv) Corporate Strategy. Each committee shall comply with the independence and other requirements established by the applicable federal securities laws and rules of the NASDAQ National Market.

The Audit Committee
The Audit Committee selects the independent auditors; pre-approves audit and permitted non-audit services; evaluates accounting principles, internal controls, financial reporting, and procedures relating to internal auditing functions and controls; and reviews and approves related-party transactions. Synopsys' independent auditors report directly to the Audit Committee. The Audit Committee also establishes procedures for the receipt, retention and treatment of complaints and confidential submissions by employees regarding Synopsys' accounting or auditing matters.

Compensation Committee
The Compensation Committee administers the Company's stock option and stock purchase plans; reviews and approves salaries and other matters relating to compensation of the executive officers; and provides input on executive and leadership development policies and management succession.

Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee makes recommendations to the Board regarding the size, composition and governance of the Board and its committees; establishes procedures for the director nomination process; reviews and makes recommendations for nominees to the Board; establishes criteria for and evaluates the performance of the Board as a whole; reviews the performance of the CEO and other executive officers as appropriate; and develops and maintains corporate governance principles.

*Mr. Walske has been appointed Lead Independent Director by the Corporate Governance and Nominating Committee. As Lead Independent Director, Mr. Walske chairs the executive sessions of the Board.