The Governance Committee (the Committee) of Pulse Electronics Corporation (the Company) is responsible to the Board for matters relating to the Governance of the Company, including, but not limited to, identifying appropriately qualified Directors; Board membership and elections; evaluation of the performance of the Board and its Committees and Directors; recommendations for additions to or changes of the Corporate Governance Guidelines and Constituent Documents on subjects such as Board size and composition, Director terms, stock trading rules as required by law or deemed in the best interests of the Company and its shareholders.


The Committee shall be comprised of two or more Directors, each of whom shall be independent as defined by the New York Stock Exchange Corporate Accountability and Listing Standards.

The members and the Chairperson of the Committee shall be appointed or removed by the Board in consultation with the Chairman of the Company. Appointments or removals, resignations and terminations will occur in accordance with the procedures established by the Committee.

The Committee shall meet at least three times annually.

Authority and Responsibilities:

1) To develop, with the Board, the annual Board objectives and ensure that each Board Committee has annual objectives.

2) To conduct an annual review, with full Board input, of performance against the Board objectives and to ensure that each Board Committee reports its performance to the Board. The Committee will also conduct the annual Director Self Evaluation process.

3) To identify and recommend to the Board qualified individuals to serve as Directors. The Committee has the authority to engage, as needed, search firms and to approve fees and terms as appropriate. The Committee will annually submit recommended nominees to the shareholders, consistent with the bylaws of the Company, for election as Directors. The Committee will recommend an appropriate on-boarding process for new Directors and recommend appropriate opportunities for Director continuing education.

4) To periodically review, with the Chairman, the meeting frequency, structure and membership of the Board and Board Committees.

5) To facilitate full Board involvement in CEO and key executive succession by developing and managing the process.

6) To consider and report to the Board on emerging and relevant issues and trends in Corporate Governance and make recommendations as appropriate.

7) To periodically review, with the Chairman, the Company´s governance guidelines and policies to ensure they meet the needs of the Company and are compliant with all material regulations.
GC Nov. 2010 Version 5.0