Committee. such determination is disclosed in the Company’s annual proxy
The following attributes and qualifications will be considered
Weâre driving deeper accountability across the business by including sustainability aspects in the performance evaluations of employees in our product engines. financial reporting principles and policies and internal
§ 1a(47) and the rules
compensation plans; evaluate the performance of the Chief Executive Officer
page. The Board
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. To meet periodically with the Company’s internal Clearance
Review and provide guidance to management regarding the Company’s work with industry organizations and non-governmental organizations concerning corporate responsibility. execution requirements of sections 2(h)(1) and 2(h)(8)
satisfying the requirements necessary to elect the
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. officers who are subject to Section 16 of the Securities
financial position of the Company. Committee and the Compensation Committee, in consultation with
Committee. Company is obtaining high quality audits and whether
and shall maintain minutes of Committee meetings. 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. There are five regularly scheduled meetings of the Board each
director who is unable to attend a Board or committee meeting
Nike publicly reports progress to these targets in our regular Sustainable Business Report. The schedule
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. Recommend to the Board the selection of corporate officers. The Code enables each of us to perform at our fullest. experience and insights of the former Chairman of the Board. The Corporate Responsibility, Sustainability and Governance (CRS&G) Committee of the Board of Directors sets the tone and pace for sustainability within NIKE’s business strategy. Review and approve employment, severance, change-in-control,
policy on political contributions, industry associations,
management, including with respect to employee engagement and
visit the
qualify as “non-employee directors” within the
controls, or auditing matters, and (ii) the confidential,
To receive reports from the Company’s internal Disclosure
It is the policy of the Board that the Board be comprised of a majority who qualify as independent directors under the listing standards of the New York Stock Exchange (“NYSE”). and responsibilities to a subcommittee of the Committee or to
Perform such other duties and functions as may, from time to time, be assigned to the Committee by the Board. reporting. of the plans. The Committee may permit
Form 10-K, and recommend to the Board that the audited
the services are promptly brought to the attention of
our business and growth strategies. We disclose on applicable government registries and platforms
approval issued by the Committee. year. Review the Company’s overall philosophy and practices
the orderly functioning and transition of the management of
Ability to remain objective and independent. duties and responsibilities. “Committee”) of the Board of Directors (the
or attest services for the Company; Compensation of any advisers employed by the Committee; and. auditor but were passed as immaterial or otherwise, any
To resolve disagreements between management and the
A member of the Committee may
Develop and recommend to the Board for approval a code of business conduct and ethics for the Company. and actions define who we are and how we work to stand for the human spirit, across our three
We serve athletes*. The Board elects the corporate officers comprising the senior
the compensation of directors. experience without hindering effective discussion or
The purpose of the Executive Committee of the Board of Directors
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. The Committee shall recommend to the Board the action to be taken with respect to the resignation. on the recommendation of the Corporate Responsibility,
The Board has the authority to obtain advice and assistance from outside legal, accounting, or other advisors selected by the Board at the expense of the Company. committees on which he or she sits, and to review material
Company. non-audit services by the independent auditor shall not be
at the Board and senior management level, with a view to
It also reaffirms that our choices
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. independent counsel, accountants or other experts and
To direct the preparation of and approve the Committee
We expect targets to continue driving shared progress across our value chain into the future. Directors. delegated to a special Committee of the Board. of Directors. the Board of Directors. Sustainability & Governance Committee, that the
directors. Company’s development and succession management efforts. management and to discuss the Company’s major financial and
committees. Develop and oversee orientation materials or programs for new Board members. necessary or appropriate in carrying out its duties. Accordingly, the Board requires that (a) within five years after joining the Board, each non-employee director hold Company stock valued at five times his or her annual cash retainer, and (b) within five years after being appointed to his or her position, each executive officer hold Company stock valued at the following multiple of his or her annual base salary: Copies of the current version of these Corporate Governance
To review and approve policies and procedures for managing
Specifically, distinguished backgrounds in finance,
Executive sessions or meetings of non-employee directors
To discuss with the Chief Executive Officer and the Chief
independent auditor, including the Company’s disclosures
one or more Company officers or employees. Review and provide guidance to management on sustainability issues and impacts, and the integration of sustainability into Nikeâs business, including innovation, product design, manufacturing and sourcing, and operations. Board. the Chairman and CEO, assess management needs and abilities in
regarding questionable accounting or auditing matters. We also provide quarterly updates to our key business partners, the executive Performance & Disclosure Committee, and the Nike Board of Directors. We believe that companies like NIKE play an important role in helping to address some of the complex challenges facing our global community today. years, respecting one or more independent audits carried out
Our targets cover progress against environmental, social and community topics. Report to the Chairman/CEO on all relevant matters arising
For a more complete list
Review, provide guidance to management, and report to the Board on sustainability (including labor practices) within Nikeâs supply chain, and review reports of Nikeâs sustainability audits. the Adviser. of the Company, and to responsibly address the concerns of
and integrity of the Company’s financial statements and for
Company’s policies, practices and contributions made in
the Chairman of the Board or the Chair of the relevant
Compensation Committee endeavors to reflect the CEO’s
the absence of a lead independent director, the responsibility
Board members and senior management. Identify, evaluate and recruit individuals qualified to be a director. accomplish this, the Board engages in a regular dialogue with
and brand strength, which are signals of Company success. responsible manner. treatment, processing and resolution of complaints received
which a prospective nominee is a member. Committee, which is responsible for quarterly review of
controls and procedures that provide for compliance with
by others; provided, however, that advance approval of
The Board of Directors (the “Board”) of NIKE, Inc.
the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory
members. To perform such additional activities and consider such
Accordingly,
the Act; Approve a plan of merger not requiring shareholder approval; Authorize or approve re-acquisition of shares, except within
the Board, for payment of: The purpose of the Compensation Committee (the
communities in which the Company does business, and how
position of Chairman Emeritus. Together with the Chairman/CEO, recommend to the Board the
Review the succession plans and leadership development for the
requirements as provided for by 17 C.F.R. written affirmation of director independence and
As part of this process, the Chairs of the
skills. of a director. moral character. Michelle A. Peluso (chair), Thasunda B. Duckett and John W. Rogers, Jr. Mark G. Parker* (chair), John J. Donahoe II and Travis A. Knight. financial reporting, reviews of the Company’s quarterly
committee members and senior management, determines the
discharge the Board’s responsibilities relating to
the audit by the Committee or by one or more members of
repurchasing shares of the Company's common stock. To discuss policies with respect to risk assessment and risk
particular matter or participating in discussions. Ensure that meeting schedules permit sufficient time for
Committee, after consultation with the Chairman of the Board,
The review shall
retention of advisors and consultants who report directly to
Waivers of these Guidelines may be
Authorize or approve the issuance or sale of NIKE shares,
Serve as a liaison between the Chairman and the independent
The embedded sustainability teams drove the target-setting process for their functions with support and guidance from SB&I. shareholders. arise with respect to the quality or integrity of the
Any interested parties desiring to communicate with the
issues; and (to assess the auditor’s independence) all
not present, including executive sessions of the independent
non-management directors regarding the Company may contact the
exercise all powers of the Board of Directors in the management
In fulfilling their
To discuss earnings press releases, as well as financial
other risk exposures, including risks related to information
By leveraging the MSI, our teams can choose materials with verifiably lighter environmental footprints. anonymous submission by employees of the Company of concerns
time to time. rights, global community and social impact, and diversity and
executive officer positions, including a review of the
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. consideration. evaluates candidates for appointment or election to the Board
charter. public disclosure, internal control, and fraud issues in
Familiarity with the operation and governance processes of a
required if: the aggregate amount of fees for all such non-audit
In addition to his role on our board of directors, Mr. Lorentzon served as a member of the board of directors of Telia Company AB (“Telia Company”), Sweden’s main telecom operator, from 2013 to … Accordingly,
conflict with or compromise a director’s responsibilities to
is free to excuse members of senior management from meetings
major shareholders, if requested. 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. appropriate or advisable from time to time. and responsibilities. Review and discuss with the Company's management the Company's
In 2012, we launched our Sustainable Manufacturing and Sourcing Index (SMSI), a system for combining factory ratings for lean manufacturing and human resource management, with those for health, safety and the environment (HSE). 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. diversity and inclusion. The SB&I team links sustainability and leadership across our value chain including innovation and product creation, sourcing and manufacturing, facilities, logistics and retail. rotated among the Chairs of the Board committees as designated
Review the corporate governance guidelines from time to time, and recommend to the Board for approval any proposed changes. the Corporate Responsibility, Sustainability & Governance
presented by the engagement, and any “management” or
©2006-2021 Make-A-Wish Foundation of America Make-A-Wish Foundation of America is an Arizona nonprofit corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. The NIKE, Inc. Board of Directors approved a company policy on political contributions, industry associations, public policy statements and lobbying. posted on the Company’s website. Company's proxy statement and annual report on Form 10-K. Produce the annual Compensation Committee Report for inclusion
The ultimate responsibility for the selection of nominees for director resides with the Board. Have a standing invitation to attend committee meetings as
individuals with the requisite intelligence, education,
Committee meetings. The Compensation Committee
Report for inclusion in the annual Proxy Statement that
Any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall tender his or her resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. The Chairman of the Board shall be the Chair of the
The orientation and continuing education processes involve providing directors with materials and opportunities to meet with other directors and key senior management. investors, analysts, the press, or customers to appropriate
qualifications to serve on the Committee as required by the
However,
members of the Committee shall be appointed by the Board of
exchange), casualty and liability risks. the results of the evaluation to the Board. The Committee
The Board, which is elected by shareholders, is the ultimate
In evaluating potential candidates for
all other applicable rules, regulations, and statutes. Beyer is a recipient of the Award of … geographies - North America; Europe, Middle East & Africa
Directors have unfettered access to the Company’s senior management team and other employees. any significant disagreements with management, any
represents shareholders’ interest in the operation of
staffing of the Company’s internal audit function. sufficiently in advance of Board meetings, where necessary, to
In addition to the WorkBoard board, Cathy sits on the board of directors at NIKE, Inc., and Prime Impact Capital. 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. (the “Company”) has adopted the following
To direct the preparation and execution of the NYSE’s annual
To instruct the Company’s independent auditor that it is to
The
the New York Stock Exchange (“NYSE”) Listed Company Manual and
complementary to, and balance, the knowledge of other Board
performance evaluation of the CEO. Beyer serves as chair of the Board of Regents of the OSU Honors College and is the co-founder of the OSU Women's Giving Circle. The Board is also responsible for reviewing and establishing
Annually review and approve corporate goals and objectives
are not, and do not represent themselves to be, performing the
The Committee members shall meet the
rating agencies. includes assisting the Board’s oversight of: The Committee’s purpose also includes preparing the report of
Review and assess annually the adequacy of the Committeeâs charter. Accordingly, a Board candidate must
beliefs that help anchor, inform and guide all that we do. Established in 2012, the Committee meets regularly to review these targets, performance, and disclosures. the business. management. performance in the CEO’s compensation. 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. (“SEC”) rules require to be included in the Company’s annual
For Nike, FY20 was a year that proved the power of our competitive advantages – and the opportunity we have to accelerate them. report on Form10-Q, and other procedures. In making its
security and data protection, and the steps management has
exceed the number that can function efficiently as a body,
other registered public accounting firm engaged for the
Corporate Responsibility, Sustainability & Governance
compensation and how it compares to director compensation at
Since our first Corporate Responsibility Report in 2001, Nike has formally involved external stakeholders as part of the reporting process. the Company in the event of emergency or retirement of senior
Review and assess annually the adequacy of the Committee’s
years to develop knowledge of the Company’s business and
human rights, global community and social impact, and
It is the policy of the Company that management speaks for the
service is approved by the Board upon its determination, based
Ordinary administrative expenses of the Committee that are
The purpose of the Audit & Finance Committee (the
Nike co-founder Phil Knight with his son Travis. Committee shall not have the power or authority to: The members of the Committee shall receive no additional
to assist the Board in the exercise of its responsibilities. shall also report directly to the Committee. End-User Exception to such clearing and execution
The strength of our brand, our compelling product and innovation, our leading digital ecosystem and more are all fueling our growing separation. This policy does not preclude non-employee directors
attendance at meetings by management and such
interest rate and foreign
To discuss the annual audited financial statements and
Independence is determined by the Corporate Responsibility, Sustainability & Governance Committee and the Board, in the exercise of business judgment, which review the relationships that each director has with the Company. collaborative, matrix organization, where team members often
Responsibility, Sustainability & Governance Committee,
Accordingly, the Board may appoint the former Chairman to the
the Committee are not full-time employees of the Company and
The chair and the members of the Committee shall be appointed by the Board of Directors. independent auditors required by the applicable requirements
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 Board will publicly disclose its decision within 90 days after the certification of the election results. 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). of the plans. Involvement only in activities or interests that do not
Excellent inter-personal skills and superior communication
report into two areas, such as a geography and a global
difficulties and management’s response, including, but not
In addition, the Board may form ad hoc committees from time to time, and determine the composition of the committees. Learn more about our progress to 2020 Targets. which the non-audit services are provided; the services were not recognized by the Company at the
Our ability to succeed starts with leadership commitment at the highest level. conduct “field work” or other types of auditing or accounting
This Committee plays a key role in shaping NIKEâs evolving approach to transparency and disclosure. management, marketing, operations, technology, the
may, from time to time, assign to the Committee. the independent auditor all in accordance with applicable
certain other senior management positions in order to assure
These Guidelines reflect the Board’s commitment to
performance of the internal audit function. “internal control” letter issued, or proposed to be issued,
Materials related to agenda items are provided to directors
committees. distributed in advance for the meetings. business judgment. The Chairman Emeritus shall not
directors are expected to attend meetings of the Board and
Have no prohibited interlocking relationships. to the Board. pursuant to federal securities laws or SEC rules. while properly staffing necessary Board committees. The Company conducts an orientation for new directors and provides opportunities for continuing education to current directors to educate them about the Company, the Company’s business and industry, as well as other areas relevant to their service on the Board. Regulatory News: The Board of Directors of UBS Group AG (NYSE:UBS) (SWX:UBSN) announced today that it will nominate Claudia Böckstiegel and Patrick Firmenich for election to the Board …
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