Purpose
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. is 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 NIKE’s corporate governance.
Membership
The Committee will consist of at least three directors appointed by the Board from time to time, none of whom may be employees of NIKE or its affiliates. The Committee members will meet the applicable independence requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual, and any other legal requirements applicable to Committee members. 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 is responsible to:
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 NIKE’s corporate governance guidelines.
2. Identify, evaluate and recruit individuals qualified to be a director.
3. Recommend to the Board director nominees to be proposed for election at the annual meeting of shareholders, or for election by the Board to fill vacancies or newly-created directorships.
4. Establish, and review with the Board from time to time, the criteria for selecting a Chairman, and as circumstances require, recommend to the Board for approval nominees to serve in that role.
5. Review and make recommendations to the Board with respect to the size, structure, composition, compensation, processes, and practices of the Board and its committees.
6. Recommend to the Board nominees for appointment to each committee of the Board, and the chair of each committee.
7. 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.
8. Develop and oversee orientation materials or programs for new Board members.
Director Search Firms
9. 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.
Performance Evaluations
10. Oversee an annual self-evaluation of the Board and each committee of the Board.
11. Oversee the annual evaluation of NIKE’s executive officers not performed by the Compensation Committee.
12. Perform an annual self-evaluation of the Committee’s performance.
Corporate Governance Guidelines
13. Develop and recommend to the Board for approval corporate governance guidelines.
14. Review the corporate governance guidelines from time to time, and recommend to the Board for approval any proposed changes.
Code of Business Conduct and Ethics
15. Develop and recommend to the Board for approval a code of business conduct and ethics for NIKE.
16. Review NIKE’s code of business conduct and ethics from time to time, and recommend to the Board for approval any proposed changes.
17. Consider and recommend to the Board for approval or disapproval, any requests for waivers of NIKE’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.
Other Responsibilities
18. 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.
19. Review and reassess the adequacy of this charter on an annual basis and recommend any proposed changes to the Board for approval.
20. 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.