The purpose of the Corporate Responsibility and Sustainability Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. (the “Company” or “NIKE”) is to review NIKE’s significant strategies, activities and policies regarding sustainability (including labor practices), and community impact and charitable activities, and make recommendations to the Board.
The Committee will consist of at least three directors appointed by the Board from time to time, the majority of whom are not officers or employees of NIKE or its affiliates. The Board may appoint or remove members of the Committee at any time.
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.
- Review and provide guidance to management on sustainability issues and impacts, and the integration of sustainability into NIKE’s business, including innovation, product design, manufacturing and sourcing, and operations.
- Review, provide guidance to management, and report to the Board on sustainability (including labor practices) within NIKE’s supply chain, and review reports of NIKE’s sustainability audits.
- Review and provide guidance to management regarding NIKE’s work with industry organizations and non-governmental organizations concerning corporate responsibility.
- Annually review the activities of the NIKE Foundation and NIKE community impact initiatives.
- Review and make recommendations to management on reporting to shareholders and other communities regarding corporate responsibility activities.
- Review, provide guidance to management, and report to the Board regarding the involvement of significant corporate responsibility issues in major business decisions, to protect NIKE’s valuable goodwill, and human and intellectual capital.
- Review and make recommendations to the Board with respect to any shareholder proposal that relates to the matters overseen by the Committee.
- Annually evaluate the performance of the Committee and report the results of the evaluation to the Board.
- Review and assess annually the adequacy of the Committee’s charter.
- Perform such other duties and functions as may, from time to time, be assigned to the Committee by the Board.