EXTREME NETWORKS, INC.
CORPORATE GOVERNANCE GUIDELINES
Role of Board and Management
The Board of Directors, which is elected by the stockholders, is the ultimate decision-making
body of the Company except with respect to those matters reserved to the stockholders. It selects
the senior management team, which is charged with the conduct of the Company’s business.
Having selected the senior management team, the Board acts as an advisor and counselor to
senior management and ultimately monitors its performance.
The fundamental role of the directors is to exercise their business judgment to act in what they
reasonably believe to be the best interests of the Company and its stockholders. In fulfilling that
responsibility the directors may reasonably rely on the honesty and integrity of the Company’s
senior management and expert legal, accounting, financial and other advisors.
The Nominating and Corporate Governance Committee is responsible for reviewing with the
Board from time to time the appropriate skills and characteristics required of Board members in
the context of the current make-up of the Board. This assessment should include issues of
diversity, age, skills such as understanding of technology, finance and marketing, and relevant
international experience - all in the context of an assessment of the perceived needs of the Board
at that point in time. Directors should possess the highest personal and professional ethics,
integrity and values, and be committed to representing the long-term interests of our
stockholders. Board members are expected to rigorously prepare for, attend, and participate in
all Board and applicable Committee meetings.
The Board believes that, as a matter of policy and consistent with applicable laws, rules and
regulations, the Board should consist of a substantial majority of independent directors. In no
event will the Board consist of less than a majority of independent dire