potential candidates, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by the members
of the Nominating and Corporate Governance Committee and the Board of Directors. The Nominating and Corporate Governance Committee recommended to the Board of Directors the nomination of Mr. Batra, Mr. Colella and Ms. Mora.
In considering whether to recommend any particular candidate for inclusion in the Board of Directors slate of recommended director
nominees, the Nominating and Corporate Governance Committee applies the criteria attached to the Companys Corporate Governance Guidelines. These criteria include the candidates integrity, business acumen, knowledge of our business and
industry, effectiveness, experience, diligence, conflicts of interest and the ability to act in the interests of all shareholders. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no
particular criterion is a prerequisite for each prospective nominee. The Nominating and Corporate Governance Committee also assesses the candidates professional background and skills against those of the existing Board members to ensure a
breadth and diversity of expertise that suits the Companys current and future business risks, industries and challenges. See Directors Board Skills Matrix. Nominees shall not be discriminated against on the basis of race,
religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. In considering director candidates, the Nominating and Corporate Governance Committee actively seeks diverse candidates for the pool from which
candidates are chosen. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, the Board of Directors and the Nominating and Corporate Governance Committee believe that it is essential that
the members of the Board of Directors represent diverse viewpoints. In considering candidates for the Board of Directors, the Nominating and Corporate Governance Committee considers the entirety of each candidates credentials in the context of
these standards. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its
responsibilities.
Shareholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as
potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially
owned at least $2,000 in market value or 1% of our Common Stock, whichever is less, for at least a year as of the date such recommendation is made, to the Nominating and Corporate Governance Committee, in care of Kathleen F. Burke, Esq., Senior Vice
President, General Counsel and Secretary, MKS Instruments, Inc., 2 Tech Drive, Suite 201, Andover, MA 01810. Assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance
Committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying the same criteria, as it does in considering other candidates.
Shareholders also have the right under our Amended and Restated By-Laws to directly nominate director
candidates, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or the Board of Directors, by following the procedures set forth under the heading Deadline for Submission of Shareholder
Proposals for the 2022 Annual Meeting below.
CORPORATE SOCIAL RESPONSIBILITY
In 2020, we significantly enhanced our Corporate Social Responsibility, or CSR, program, which the Board of Directors directly oversees. The
Board of Directors and management are committed to executing on our vision and mission in an ethical and sustainable way for our employees, customers, suppliers, communities and shareholders.
We have established a CSR Management System, which outlines our CSR governance structure, how we manage our CSR program, our high-level focus
areas and our annual CSR strategy process. Our leadership approach is based on our commitment to conduct business with the highest standards of integrity. Our Code of Business Conduct and Ethics, which is described under Corporate Governance
Code of Business Conduct and Ethics, ensures that we deliver on this commitment every day.
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