Corporate Responsibility & Sustainability Committee

Purpose

The purpose of the Corporate Responsibility, Sustainability & Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. (the “Company”) is:

in connection with corporate governance,

to:

  • identify individuals qualified to become Board members;
  • recommend to the Board for approval director nominees to be proposed for election at the annual shareholder meeting;
  • recommend to the Board for approval nominees to serve in Board and Committee leadership positions;
  • develop and recommend to the Board for approval a set of corporate governance guidelines and a code of business conduct and ethics, to enhance the integrity of the Company’s corporate governance;
  • review and make recommendations to the Board with respect to any shareholder proposal that relates to corporate governance, including a director nomination by a shareholder or other matters that are overseen by the Committee; and

in connection with corporate purpose, including corporate responsibility, sustainability, human rights, global community and social impact, and diversity and inclusion,

to:

  • review and evaluate the Company’s significant strategies, activities, policies, investments and programs regarding corporate purpose, including corporate responsibility, sustainability, human rights, global community and social impact, and diversity and inclusion;
  • provide oversight of management’s efforts to ensure that the Company’s dedication to sustainability (including environmental and supply chain sustainability and human rights) is reflected in its business operations
  • monitor the Company’s progress towards its diversity and inclusion objectives and compliance with the Company’s responsibilities as an equal opportunity employer;
  • review and evaluate social, political and environmental impact, trends and issues in connection with the Company’s business activities and make recommendations to the Board regarding those trends and issues; and
  • provide oversight of the Company’s community and social impact efforts and oversee protection of the Company’s corporate reputation and other matters of importance to the Company and its stakeholders (including employees, consumers, customers, suppliers, shareholders, governments, local communities and the general public).

Membership

The Committee will consist of at least two directors, none of whom may be employees of the Company or its affiliates. The Committee members will meet the applicable independence requirements of the New York Stock Exchange Listed Company Manual, and any other legal requirements applicable to Committee members. The chair and the members of the Committee shall be appointed by the Board of Directors. The Board may appoint or remove members of the Committee at any time.

Meetings

The Committee will meet from time to time as determined by the Committee in conjunction with regular meetings of the Board and at such other times determined by the Committee or the chair of the Committee. The Committee may permit attendance at meetings by such ex officio members as the Committee may determine appropriate or advisable from time to time. The Committee may form and delegate authority to any subcommittee of the Committee it deems appropriate or advisable. The Committee will report regularly to the Board on matters within the Committee’s responsibilities, and will maintain minutes of Committee meetings.

Responsibilities

The Committee will have the following duties and responsibilities:

    BOARD OF DIRECTORS AND COMMITTEES

  1. Establish and review with the Board from time to time, the criteria for selecting new directors, which will be described in the Company’s Corporate Governance Guidelines.
  2. Develop and recommend to the Board standards to be applied in making determinations as to the absence of material relationships between the Company and a director.
  3. Identify, evaluate and recruit individuals qualified to be a director.
  4. Recommend to the Board director nominees to be proposed for election at the annual meeting of shareholders, or for appointment by the Board to fill vacancies or newly-created directorships.
  5. Establish, and review with the Board from time to time, the criteria for selecting a Chairman and if applicable, a Lead Independent Director, and as circumstances require, recommend to the Board for approval nominees to serve in each role.
  6. Review and make recommendations to the Board with respect to the size, structure, composition, diversity (which is viewed broadly), professional and industry experience, and personal characteristics (including gender, and ethnicity/race and sexual orientation), compensation, processes, and practices of the Board and its committees.
  7. Recommend to the Board nominees for appointment to each committee of the Board, and the chair of each committee.
  8. In accordance with the policies of the Company in effect from time to time, review all transactions with related persons, as defined in Item 404 of Regulation S-K, or in which a related person has a direct or indirect interest, and, after reviewing the related person’s interest in the transaction and the material facts, determine whether to ratify or approve the transaction, which transaction may only be ratified or approved if the Committee determines that the transaction is fair to the Company or that approval or ratification of the transaction is in the interest of the Company.
  9. Develop and oversee orientation materials or programs for new Board members.

    10. DIRECTOR SEARCH FIRMS

  10. Have the sole authority to retain and terminate any search firm used to identify director candidates, and to approve the search firm’s fees and other retention terms.

    11. PERFORMANCE EVALUATIONS

  11. Oversee an annual self-evaluation of the Board and each committee of the Board.
  12. Oversee the annual evaluation of the Company’s executive officers not performed by the Compensation Committee.
  13. Perform an annual self-evaluation of the Committee’s performance and report the results of the evaluation to the Board.

    14. CORPORATE GOVERNANCE GUIDELINES

  14. Develop and recommend to the Board for approval Corporate Governance Guidelines.
  15. Review the corporate governance guidelines from time to time, and recommend to the Board for approval any proposed changes.

    16. CODE OF BUSINESS CONDUCT AND ETHICS

  16. Develop and recommend to the Board for approval a code of business conduct and ethics for the Company.
  17. Review the Company’s code of business conduct and ethics from time to time, and recommend to the Board for approval any proposed changes.
  18. Consider and recommend to the Board for approval or disapproval, any requests for waivers of the Company’s code of business conduct and ethics for directors and executive officers, and ensure that any such waivers are promptly disclosed as required by law.

    19. PURPOSE

  19. Review and provide guidance to management on sustainability issues and impacts, and the integration of sustainability into the Company’s business, including innovation, product design, manufacturing and sourcing, and operations.
  20. Review, provide guidance to management, and report to the Board on the Company’s significant strategies, activities, policies, investments and programs regarding corporate purpose, including corporate responsibility, sustainability, human rights, global community and social impact, and workplace diversity and inclusion, and review reports of any related audits
  21. Review and provide guidance to management regarding the Company’s work with industry organizations and non-governmental organizations concerning corporate responsibility.
  22. Review the activities of the Company community and social impact initiatives, including the Company’s philanthropic initiatives/activities.
  23. Review and make recommendations to management on reporting to shareholders and other communities regarding corporate responsibility.
  24. Review, provide guidance to management, and report to the Board regarding the involvement of significant corporate responsibility issues in major business decisions, to protect the Company’s goodwill, and human and intellectual capital.

    25. OTHER RESPONSIBILITIES

  25. Review and make recommendations to the Board with respect to any shareholder proposal that relates to corporate governance, including a director nomination by a shareholder or other matters that are overseen by the Committee.
  26. Review and reassess the adequacy of this charter on an annual basis and recommend any proposed changes to the Board for approval.
  27. Present to the Board such comments and recommendations as the Committee deems appropriate within the context of this charter, and perform such other duties and functions from time to time as may be required by law or assigned by the Board.

RESOURCES AND AUTHORITY OF THE COMMITTEE

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants and search firms used to identify director candidates, this authority shall be vested solely in the Committee.