The purpose of the Finance Committee (the "Committee") of the Board of Directors (the "Board") of NIKE, Inc. (the "Company") is to oversee the financial policies and activities of the Company that may have a material impact on the results of operations or the financial position of the Company.
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.
The Committee shall:
- Review the annual budget for the Company and recommend approval by the Board.
- Review proposed capital expenditures, lease commitments and asset disposals within limits as established by Committee resolution, and recommend approval by the Board.
- Review proposed mergers, acquisitions and business divestitures, and recommend approval by the Board.
- Review proposed capital market transactions and other financing arrangements within limits as established by Committee resolution, and recommend approval by the Board.
- Review proposed dividend policy and recommend approval by the Board.
- Review and approve management proposed programs for repurchasing shares of the Company's common stock.
- Review and approve policies and procedures for managing the Company's financial (i.e. interest rate and foreign exchange), casualty and liability risks.
- Review and approve the Company's entry into all swap transactions, as defined in 7 U.S.C.§ 1a (47) and the rules and regulations of the Commodity Futures Trading Commission thereunder; and
- approve, on swap-by-swap and/or on an annual basis, any decision by the Company or its subsidiaries to enter into swaps that are exempt from the clearing and execution requirements of sections 2(h)(1) and 2 (h)(8) of the Commodity Exchange Act for the purpose of satisfying the requirements necessary to elect the End-User Exception to such clearing and execution requirements as provided for by 17 C.F.R § 39.6; and
- review, no less frequently than annually any such annual approval issued by the Committee.
- Perform such other duties and functions as may, from time to time, be assigned to the Committee by the Board.