memc electronic materials, inc. corporate governance guidelines

BOARD COMPOSITIONMEMC ELECTRONIC MATERIALS, INC.CORPORATE GOVERNANCE GUIDELINESAs adopted on October 25, 2006Size of the Board. The Company’s Bylaws currently provide that the number of directors shallbe not less than five nor greater than fifteen and shall be determined from time to time bymajority vote of the Board. The size of the Board will fluctuate from time to time depending onchanging circumstances. The Nominating and Corporate Governance Committee will makerecommendations to the Board as appropriate regarding increasing or decreasing the size of theBoard.Membership Criteria. The Company does not set specific criteria for directors except to theextent required to meet legal, regulatory and exchange requirements. The Board believesdirectors should encompass a range of talent, skill and expertise sufficient to provide sound andprudent guidance with respect to all of the Company’s operations and interests. The Board shallmeet the standards of independence from the Company and its management set forth under“Director Independence” below.Director Independence. A majority of the members of the Board shall be independent from theCompany and its management. For a director to be deemed independent, the Board shallaffirmatively determine that the director has no material relationship with the Company or itsaffiliates or any member of the senior management of the Company or his or her affiliates. Inaddition, the director must meet the independence standards of the New York Stock Exchange.The Board shall undertake an annual review of the independence of all non-employee directors.Directors have an affirmative obligation to inform the Board of any material changes in theircircumstances or relationships that may impact their designation by the Board as “independent.”Multiple Board Memberships. The Board believes that directors who are full-time employees ofother companies should not serve on more than two other public company boards at a time, andthat directors who are retired from active employment should not serve on more than four suchboards. The Board may, however, make exceptions to this standard as it deems appropriate.Term Limits. The Board is committed to its members having new and different perspectives tooffer. The Board does not believe, however, that term limits are necessarily appropriate toaccomplish this purpose because they hold the disadvantage of preventing the contribution ofdirectors who over time have developed increasing insight into the Company and its operations.Retirement. Employee directors are generally expected to retire from the Board when theiremployment with the Company terminates.

independent under the standards set forth herein while serving on any committee whosemembers are required to be independent, he or she is required to promptly resign from suchcommittee.BOARD COMPENSATION AND SHARE OWNERSHIPCompensation. Directors who are employees of the Company do not receive any compensationfor service as directors. The Company believes that compensation for non-employee directorsshould be competitive with that paid to directors of other corporations of similar size and profileand should encourage ownership of Company stock through the payment of a portion of directorcompensation in Company securities. The Compensation Committee is responsible for makingrecommendations for the full Board’s review and approval with respect to directorcompensation.Share Ownership. The Compensation Committee will periodically assess the appropriateness ofshare ownership guidelines for directors and senior executives.SELECTION OF NEW DIRECTORSNominations. The Board is responsible for nominating members for election to the Board andfor filling vacancies on the Board that may occur between annual meetings of shareholders. TheNominating and Corporate Governance Committee is responsible for identifying individualsqualified to become Board members and recommending to the Board the director nominees whowould be presented for approval at the annual meeting of shareholders.Orientation and Continuing Education. The Company shall assist the Board by providingappropriate orientation programs for new directors, which shall be designed both to familiarizenew directors with the full scope of the Company’s businesses and key challenges and to assistnew directors in developing and maintaining skills necessary or appropriate for the performanceof their responsibilities. The Board and the Company’s management shall similarly worktogether to develop and implement appropriate continuing education programs for the samepurposes.SUCCESSION PLANNINGThe Board shall periodically review and approve a succession plan for the Chief ExecutiveOfficer.4