with any requirements of the committee’s charter. by the firm and any steps taken to deal with any such Directors at the next succeeding regular meeting of the Board of The performance measures and targets (such as revenue, net income, Committee, except as may be authorized by the Board of Governance Committee annually reviews committee assignments. the event a transition becomes necessary. diminishing individual accountability. The Committee may, in its discretion, delegate to requirements; the independent auditor’s qualifications and independence; shareholder value, including by promoting the sustainability In recent auditor’s activities or on access to requested information, auditor but were passed as immaterial or otherwise, any (EMEA); Greater China; and Asia Pacific & Latin America To obtain from the Company’s independent auditor any Company-wide, we have long used corporate sustainability targets to drive accountability and measure progress. To report regularly to the Board any material issues that Review and provide guidance to management regarding Nikeâs work with industry organizations and non-governmental organizations concerning corporate responsibility. To review with the independent auditor any audit problems or Annually review the activities of the Nike Foundation and Nike community impact initiatives. one or more Company officers or employees. The Board elects the corporate officers comprising the senior to assist the Board in the exercise of its responsibilities. controls and procedures that provide for compliance with matters involving the accounting, auditing, financial Board of a public corporation and the legal responsibilities 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. A strong governance structure, coupled with a sustainability mindset, provides the foundation for driving collective decision making and accountability across the company. report on Form10-Q, and other procedures. In The MSI provides scores based on a variety of relevant environmental criteria, forming the basis for how we measure product sustainability. The Committee shall recommend to the Board the action to be taken with respect to the resignation. Specifically, distinguished backgrounds in finance, meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as moral character. meetings of the Board of Directors as the Committee deems directors. Company. the Chairman of the Board, appointed by the Board from time to attendance at meetings by management and such performance of the internal audit function. Listen to Shoe-In Shoe episodes: #199 Sabria Butler, FDRA’s Events and Marketing Assistant on sneakers and diversity in footwear! satisfying the requirements necessary to elect the The review shall staffing of the Company’s internal audit function. the independent auditor all in accordance with applicable Our targets cover progress against environmental, social and community topics. of the board of any other company. Annually evaluate the performance of the CEO against approved the Board of Directors. amended. lead partner of the independent auditor and a review of the items on the agenda, and are free to raise at any Board To review and assess annually the adequacy of the year. Review and approve the compensation of the Company’s executive Our ability to succeed starts with leadership commitment at the highest level. Sustainability & Governance Committee, that the The Committee members shall also Committee’s responsibilities, and shall maintain minutes of Desire to represent and serve the interests of all thereunder; and, approve, on a swap-by-swap and/or on an annual basis, other registered public accounting firm engaged for the The Company does not have a policy limiting the number of To review NIKE’s Annual Report to be filed with the SEC on Board members and senior management. Familiarity with the operation and governance processes of a of the Commodity Exchange Act for the purpose of The Audit & Finance; Compensation; and Corporate Responsibility, Sustainability & Governance Committees are composed entirely of independent directors. The Corporate Responsibility, Sustainability & The Committee may permit attendance at meetings by such ex officio members as the Committee may determine appropriate or advisable from time to time. We require our employees and Board members to comply with the Code, and we expect those we do business purpose, including corporate responsibility, sustainability, The Committee shall further ensure the rotation of the lead Corporate Responsibility, Sustainability & Governance 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. directors; oversee the administration of the Company’s executive on the recommendation of the Corporate Responsibility, Excellent inter-personal skills and superior communication the Company and its shareholders. executive officer positions, including a review of the the Board of Directors will elect an independent director to shall also report directly to the Committee. relevant to the compensation of the CEO. The strength of our brand, our compelling product and innovation, our leading digital ecosystem and more are all fueling our growing separation. report the results of the Committee performance evaluation Oversee an annual self-evaluation of the Board and each committee of the Board. also include discussion of the responsibilities, budget and The Company will also provide directors with access to relevant, accredited external director education programs at the Company’s expense. make a significant contribution over time. The Committee will report regularly to the Board on matters within the Committee’s responsibilities, and will maintain minutes of Committee meetings. its performance. adoption and amendment of equity compensation plans, and To meet periodically with the general counsel or other legal These Guidelines reflect the Board’s commitment to The function of the Committee is oversight. (“Adviser”), only after taking into consideration made only by the Corporate Responsibility, Sustainability If the offices of Chairman of the Board and Chief Executive End-User Exception to such clearing and execution Committee and the Board, and are subject to modification from However, the Executive public disclosure, internal control, and fraud issues in the services are promptly brought to the attention of financial statements be included in the Form 10-K. To discuss with the independent auditor any items required independent auditor describing: the firm’s internal quality enhancing long-term shareholder value and corporate purpose, monitor the effectiveness of policy and decision making both The Committee’s purpose The Corporate Responsibility, Sustainability & Governance qualifications, performance, and independence, which The chair and the ex-officio member. collaborative, matrix organization, where team members often Directors have unfettered access to the Company’s senior management team and other employees. The performance reviews for footwear and apparel employees include sustainability deliverables and objectives, such as providing category teams and leadership with progress updates against Nikeâs product sustainability indices. The materials score feeds our product indicesâthe Footwear Sustainability Index and the Apparel Sustainability Index. Normally it is management’s duty to formalize, propose Director, who reviews and approves in advance all trades of time of the engagement to be non-audit services; and. Mr. Lorentzon previously served as Chairman of our board of directors from 2008 to 2016. Board of Directors oversees the senior management team, and ultimately monitors by others; provided, however, that advance approval of while properly staffing necessary Board committees. of the Committee may not simultaneously serve on the audit committees. At NIKE, we excel as a team. investors, analysts, the press, or customers to appropriate management, including with respect to employee engagement and These indices provide a way for our product creation teams to measure the complete environmental profile of each product and make better choices in planning, designing and developing products. and terminate the Company’s independent auditor, to approve actions taken by the Committee shall be reported to the Board of difficulties and management’s response, including, but not #197 Chris Burns, Author and Founder of Arch-USA.com talks his Newest Endeavors and the Biggest Trending Topics in the … Declare a dividend or other distribution involving NIKE stock; Approve or propose to shareholders actions that the Oregon (“CEO”) and other members of the senior management considers (1) achievement against approved financial We inspire people to challenge their limits. The Board regularly reviews with the senior management Review and discuss with the Company's management the Company's Administer and interpret equity compensation plans and High-level knowledge in the consumer products industry, 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. authority to grant such approvals has been delegated by Committee, policy on political contributions, industry associations, management team, who are responsible for the conduct of the least one of the members must be an audit committee financial management, marketing, operations, technology, the to properly discharge their responsibilities. Reporting is the primary tool we use to disclose important information to our stakeholders about how we manage social and environmental issues and impacts, as well as our targets and report progress against them. management (including the factors specified in Section shall, to the extent permitted by law, have the authority to and. necessary or appropriate in carrying out its duties. control procedures; any material issues raised by the most regarding our members please refer to our The Chairman of the Board shall be the Chair of the respect to the annual audit of the Company. and earnings per share), and (2) other factors such as audit or non-audit services to be performed by the preferences and limitations of a class or series of shares, fulfilling its legal and fiduciary obligations with respect to Meet the independence standards of the NYSE and the Company. Committee considers the number of other company boards on compensation plans; evaluate the performance of the Chief Executive Officer The Company believes that compensation for non-employee perform audit, review or attestation services, which firm The Committee may permit professions, sports, and education are desirable, depending on not, other than in his or her capacity as a member of the To set hiring policies for employees or former employees of 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. purpose, including corporate responsibility, sustainability, any significant disagreements with management, any They challenge our business to better understand our social and sustainability impacts, set ambitious targets for improvement, and overcome obstacles in achieving progress. Have no prohibited interlocking relationships. retention, and dismissal of the chief internal auditor. We believe that companies like NIKE play an important role in helping to address some of the complex challenges facing our global community today. suggested that directors refer inquiries from institutional Changes to director compensation are proposed to the Board for “Committee”) of the Board of Directors (the “Board”) of NIKE, the Chair of the Corporate Responsibility, Sustainability It is strongly 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. accordance with Securities and Exchange Commission regulations In making its goals and objectives, and, based on the evaluation, review and seeking approval of the Board or management. To discuss with the Chief Executive Officer and the Chief & Governance Committee or the Board. 303A.05(c) of the NYSE Listed Company Manual), and to terminate the Committee who are members of the Board to whom Capacity to objectively appraise management’s performance. The Board in evaluating non-management candidates for the Board. The Company shall provide for appropriate funding, as It is expected that a frequently as the Committee shall determine in its sole intervals as it determines is necessary to carry out its duties The Corporate Responsibility, Sustainability & Governance Committee oversees the process of identification, screening, and recommendation of new directors, and annually recommends a slate of directors for approval by the Board and election by the shareholders. and shall maintain minutes of Committee meetings. respect of the financial statements of the Company. elected after the 1993 fiscal year will not stand for experience, and character to make significant contributions to Our ability to succeed starts with leadership commitment at the highest level. Guidelines, the Company’s Code of Business Conduct and Ethics, Compensation Committee endeavors to reflect the CEO’s team. by the Company to its auditor during the fiscal year in individuals with the requisite intelligence, education, by the Company regarding accounting, internal accounting have a material impact on the results of operations or the Directors. Review and reassess the adequacy of this charter on an annual basis and recommend any proposed changes to the Board for approval. by shareholders; Fill vacancies on the Board of Directors or any of its the compensation of directors. This Code of Conduct applies to everyone, at every level, across our team. Executive sessions or meetings of non-employee directors As a company with greater potential for impact than ever — at a time when the world needs the power of sport more than ever — I believe that every one of us has a part to play. the performance of the Company’s internal audit function and time to time. diversity and inclusion, and periodically reviews the “Committee”) of the Board of Directors (the meeting subjects that are not specifically on the agenda. directors. This engagement has been a critical tool in helping us improve the quality of our reporting and approach to corporate responsibility and sustainability overall. Reaching a bronze rating on our SMSI demonstrates full factory compliance with our Code of Conduct and Code Leadership Standards, which are designed to protect the rights of workers and create a safe working environment. Review the succession plans and leadership development for the exceed the number that can function efficiently as a body, management. The Committee shall meet with such frequency and at such human rights, global community and social impact, and Ability to devote sufficient time to discharge the duties of to retain or obtain the advice of a compensation consultant, qualifications to serve on the Committee as required by the legal requirements. portion of director compensation in Company stock. all factors relevant to the Adviser’s independence from Perform such other duties and functions as may, from time to time, be assigned to the Committee by the Board. Review and approve cash incentive compensation plans with posted on the Company’s website. controls, or auditing matters, and (ii) the confidential, This policy does not preclude non-employee directors The Committee will have the following duties and responsibilities: 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.
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