MIME 2018 Proxy Statement

• the compensation committee, which held four meetings in the year ended March 31, 2018; and • the nominating and corporate governance committee, which held three meetings in the year ended March 31, 2018. Three of our incumbent directors attended 100%, and the remaining incumbent directors attended greater than 81%, of all meetings of the Board and meetings of committees of our Board upon which they served (during the periods that they served) during the year ended March 31, 2018. The Board regularly holds executive sessions of the independent directors. Executive sessions do not include employee directors or directors who do not qualify as independent under Nasdaq and SEC rules. It is our policy that members of our Board are encouraged to attend annual general meetings of our shareholders; however, attendance is not mandatory. Four of the seven directors then in office attended the 2017 annual general meeting. Committees Our Articles of Association provide that the Board may delegate any of its powers to committees. The Board has three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee. The Board has also adopted a written charter for each of the three standing committees. Each committee charter is available on the Investor Relations/Corporate Governance section of our website at www.mimecast.com . Audit Committee Messrs. FitzGerald, Schwartz and Ward currently serve on the audit committee, which is chaired by Mr. Schwartz. The Board has determined that each member of the audit committee is “independent” for audit committee purposes as that term is defined under Rule 10A-3 of the Exchange Act, and the applicable Nasdaq rules. Each member of the audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. The Board has designated Mr. Schwartz as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee’s responsibilities include: • appointing, approving the compensation of, and assessing the independence, objectivity and effectiveness of our independent registered public accounting firm; • overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from that firm; • monitoring the integrity of our financial statements by reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures; • reviewing and monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct; • overseeing our risk assessment and risk management policies; • establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns; • meeting independently with our internal auditing staff, if any, our independent registered public accounting firm and management; and • reviewing and approving or ratifying any related person transactions. 9