Board of Directors Committee Charters


Audit Committee Charter

(Effective May 20, 2024)

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Purpose and Authority

The Audit Committee (“the Committee”) is established by the Board of Directors (“the Board”) of The Clorox Company (the “Company”) for the purposes of representing and assisting the Board in overseeing:

  • The integrity of the Company’s financial statements.
  • The quarterly reviews and annual independent audit of the Company’s financial statements.
  • The engagement of the independent registered public accounting firm and the annual evaluation of the registered public accounting firm’s qualifications and independence.
  • The performance of the Company’s internal audit function and independent registered public accounting firm.
  • The Company’s systems of disclosure controls and procedures and internal control over financial reporting that management has established.
  • The Company’s compliance with legal and regulatory requirements relating to accounting and financial reporting matters.
  • The Company’s framework and guidelines with respect to risk assessment and risk management, in coordination with the full Board.
  • The Company’s material financial policies and actions.

The Committee will report regularly to the Board regarding the execution of its duties and responsibilities.

The Committee has the authority to engage and terminate, and to approve the fees and other retention terms of, outside legal, accounting, or other advisors, and to fully investigate any matter brought to its attention, as deemed appropriate to perform its duties and responsibilities. The Company shall provide appropriate funding, as determined by the Committee, for the Committee’s administrative expenses, and for compensation to the independent registered public accounting firm, and to any outside advisors that the Committee chooses to engage.

This Charter shall be reviewed at least annually and updated as necessary. Additionally, the Committee will perform an annual evaluation of its performance relative to the purpose, duties and responsibilities outlined herein. The Committee may delegate any of its duties and responsibilities to subcommittees composed of its members.

Composition and Meetings

The Committee shall consist of at least three directors appointed by the Board in accordance with the Company’s Amended and Restated Bylaws. Each member must be financially literate and meet the financial qualifications set forth by the New York Stock Exchange (“NYSE”), and be independent under the NYSE definition of independence for directors and audit committee members and the Company’s independence standards set forth in the Company’s Corporate Governance Guidelines. In addition, at least one member of the Committee must qualify as an “audit committee financial expert,” as determined by the Board in accordance with criteria established by the Securities and Exchange Commission (“SEC”). No member of the Committee shall simultaneously serve on the audit committees of more than two other public companies, unless the Board determines that such service will not impair such member’s ability to serve on the Committee. The Nominating, Governance and Corporate Responsibility Committee shall assess the qualifications of the Committee members and nominees, and shall recommend to the Board membership for the Committee based on such assessment.

The Board, by majority vote of the directors attending a meeting at which a quorum is present, may remove a member of the Committee without cause or appoint a director to serve on the Committee at any duly noticed meeting of the Board.

The Committee will meet at least quarterly, and at such additional times as it deems necessary to carry out its duties via in-person, videoconference or teleconference meetings. The Committee will meet with the Chief Financial Officer, the Vice President – Internal Audit, the Chief Legal Officer and the independent registered public accounting firm in executive sessions as part of the meeting. One third of the Committee members shall constitute a quorum, and all matters shall be determined by a majority vote of the members present.

Duties and Responsibilities

The Committee’s primary duties and responsibilities include:

Financial Information Released to the Public:

  • Meet quarterly with the independent registered public accounting firm and management to review and discuss the annual audited financial statements and quarterly financial statements, including the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in its Form 10-K and Form 10-Qs, quality of earnings, reserves and accruals, suitability of and issues regarding accounting principles, areas that involve a high degree of judgment, audit adjustments, whether or not recorded, and such other areas of inquiry as may be appropriate under applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) or applicable law or listing standards in connection with such filing.
  • Annually recommend to the Board whether the audited financial statements should be included in the Annual Report on Form 10-K.
  • Review earnings press releases and other communications containing financial information or Company performance measures released to the public, and discuss with management and/or the independent registered public accounting firm, as applicable, the general nature of the information to be disclosed and the type of presentations to be made in such releases or communications, including any “pro forma” or other financial information or performance measures that are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), prior to dissemination.
  • Review and discuss with management the general nature of information to be disclosed and the types of presentations to be made in documents containing financial information and earnings outlooks provided to analysts and rating agencies.
  • Review other relevant reports or financial information submitted by the Company to any governmental body or the public, including management certifications as required by the Sarbanes-Oxley Act of 2002 (or summaries thereof).
  • Review and approve the audit committee report required to be included in the Company’s annual proxy statement.

Independent Registered Public Accounting Firm:

  • Appoint, retain, compensate and oversee the work performed by the independent registered public accounting firm. The independent registered public accounting firm shall report directly to the Committee, and the Committee has the ultimate authority and responsibility to evaluate the performance of the independent registered public accounting firm and, where appropriate, terminate and/or replace the independent registered public accounting firm, although the Committee shall consider the results of any shareholder vote regarding ratification of the appointment of the independent registered public accounting firm selected by the Committee.  The Committee will oversee the regular rotation of the audit partner(s), including through direct participation in the selection of the new lead audit partner by the Committee chair, and periodically will consider the rotation of the registered independent public accounting firm.
  • Consider and approve, in advance, any audit and permissible non-audit services to be performed by the independent registered public accounting firm and establish policies and procedures for the pre-approval of audit and permissible non-audit services to be performed by the independent registered public accounting firm.
  • At least annually, obtain and review a report by the independent registered public accounting firm describing: the firm’s internal quality control procedures; any material issues raised by the most recent internal quality control review, peer review, or any inquiry or investigation by the PCAOB or any governmental or professional authorities within the last 5 years, and the firm’s actions to address such issues; all relationships between the independent registered public accounting firm and the Company or individuals in financial reporting oversight roles at the Company that may reasonably be thought to bear on the independent registered public accounting firm’s independence, including the registered public accounting firm’s written affirmation that the registered public accounting firm is in fact independent and an assurance that each member of the engagement team is in compliance regarding length of service.
  • Review and hold timely discussions with the independent registered public accounting firm regarding:
    • The potential effects of any of the relationships described in the preceding paragraph on the independent registered public accounting firm’s independence.
    • Any problems or difficulties encountered during the audit and management’s response, including any restrictions on the scope of the independent registered public accounting firm’s activities or on access to requested information and any significant disagreements with management.
    • Critical accounting estimates, policies and practices.
    • Alternative treatments within GAAP related to material items that have been discussed with management, ramifications of using such alternative treatments, the treatment preferred by the independent registered public accounting firm, and the independent registered public accounting firm’s conclusions about the treatment selected by the Company.
    • Matters required to be discussed under applicable law, PCAOB Accounting Standard No. 16 or any other applicable PCAOB rules, including any critical audit matters that the independent registered public accounting firm expects to include in its audit report.
    • Any special audit steps adopted in light of significant deficiencies or material weaknesses in internal control over financial reporting.
    • Other communications between the independent registered public accounting firm and management, including any management letters and schedules of unadjusted audit differences.
    • The responsibilities, budget and staffing of the internal audit function.
  • Set hiring policies for employees and former employees of the independent registered public accounting firm.

Internal Audit:

Oversee the internal audit function, including:

  • Review and approve the qualifications of, as well as the appointment, replacement, and dismissal, if applicable, of the Vice President – Internal Audit.
  • Review and approve the Vice President – Internal Audit’s annual performance and compensation adjustment.
  • Review internal audit activities, including budget, staffing, scope, plans and results of work performed, including progress against those plans/budgets and, as appropriate, confer with the internal auditors regarding the scope and results of their work.
  • Review and approve the Internal Audit charter and the annual risk-based audit plan.
  • Review the effectiveness of the internal audit program and the independence, objectivity and performance of the internal audit function.

Financial and Related Reporting Processes and Controls:

Oversee the following, including through discussions, as appropriate, with management, the independent registered public accounting firm, any other attestation or related providers, and internal audit:

  • The Company’s financial reporting processes.
  • The Company’s disclosure controls and procedures, and internal control over financial reporting, including any changes to internal control over financial reporting resulting from changes in accounting principles, and the review of any disclosure from the Chief Executive Officer or the Chief Financial Officer of: a) significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, or b) fraud (regardless of materiality) that involves management or other employees involved in financial reporting.
  • Major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles.
  • Major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies.
  • Analyses prepared by management regarding significant financial reporting issues, accounting principles, judgments and estimates, off-balance sheet structures and taxation matters.
  • The effect of pending and newly implemented regulatory and accounting initiatives related to the Company’s financial statements, other public disclosures and internal control over financial reporting.
  • Management’s establishment and maintenance of financial and accounting policies and processes to provide for compliance with such policies.
  • The preparation, procedures, controls and major issues and analyses related to climate-related reporting in annual or other periodic filings.

Related Person Transactions:

Establish and periodically review policies and procedures for the review, approval and ratification, as applicable, of related person transactions (as defined in applicable SEC rules), review related person transactions and oversee other related person transactions governed by applicable accounting standards.

Risk and Compliance Oversight:

Oversee the Company’s compliance and risk management programs and practices related to accounting and financial reporting matters to identify, manage and monitor compliance with applicable government and regulatory requirements, including through:

  • Discussions with management (including the individual(s) with day-to-day operational responsibility for the Company’s compliance and ethics program) regarding compliance with legal and regulatory requirements relating to accounting and financial reporting matters as may be appropriate (with the Nominating and Governance Committee assisting the Board in overseeing compliance with legal and regulatory requirements other than those related to accounting or financial reporting).
  • Review and discussions of policies or guidelines with respect to risk assessment and risk management; accounting, financial reporting and disclosure matters; and anti-fraud controls.
  • The establishment and maintenance of procedures to receive, retain and address complaints regarding accounting, internal control and auditing matters, including procedures for the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
  • Review of updates from management regarding and discussions about the Company’s data privacy, cybersecurity and IT risks, key initiatives and action plans and climate- and/or sustainability-related risks.
  • Review and discuss with the Company’s Chief Legal Officer any legal matters that could have a significant impact on the Company’s financial statements.

Financial Policies of the Company:

  • Review the material financial policies of the Company, including financial delegation of authority and borrowing policies.
  • Review and approve the Company’s policies regarding cash management, hedging, swaps, security-based swaps, derivatives, foreign currency exchange risk and debt interest rate risk. With respect to swaps and security-based swaps that are exempt from mandatory exchange-execution and clearing pursuant to the Commodity Exchange Act and “end-user exception” regulations established by the Commodity Futures Trading Commission (as applicable), review, discuss with management and approve the Company’s policies and decisions regarding entering into such swap and security-based swap transactions, including decisions to enter into transactions that are neither cleared nor executed on a designated contract market, exchange, swap execution facility, or security-based swap execution facility.

Other Responsibilities:

The Committee shall perform other activities consistent with this charter, the Company’s Bylaws and governing law, as the Committee or the Board deems necessary or appropriate.

Role of the Committee:

Although the Committee has the powers and responsibilities set forth in this Charter, the role of the Committee generally is oversight. The members of the Committee are not employees of the Company and generally are not accountants or auditors by profession. Consequently, the Committee does not conduct audits, independently verify management’s representations, or determine that the Company’s financial statements and disclosures are complete and accurate, are prepared in accordance with GAAP, or fairly present the financial condition, results of operations and cash flows of the Company in accordance with GAAP, nor does the Committee determine that the Company’s internal control over financial reporting is effective. These are the responsibilities of management. The independent registered public accounting firm is responsible for expressing an opinion on the Company’s financial statements and internal control over financial reporting based upon its audit. The Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s financial statements are presented in accordance with GAAP or that internal control over financial reporting is effective or that the audit of the Company’s financial statements has been carried out in accordance with auditing standards generally accepted in the United States.


Management Development and Compensation Committee Charter

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As of May 20, 2024

Purpose and Authority

The Management Development and Compensation Committee (the “Committee”) is established by the Board of Directors (the “Board”) of The Clorox Company (the “Company”) for the purposes of:

  1. Assisting the Board in discharging its responsibilities relating to compensation of the Company’s Chief Executive Officer (“CEO”) and other Executive Officers;
  2. Reviewing, approving and overseeing the Company’s compensation policies, plans and goals and objectives for Executive Officers and directors;
  3. Overseeing the Company’s management development and succession planning processes below the CEO and executive committee level; and
  4. Performing such other duties and responsibilities as may be assigned to the Committee by the Board or as designated in plan documents.

“Executive Officers” as used in this charter means members of the Company’s Executive Committee and any other officers within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Committee shall report regularly to the Board regarding the execution of its duties and responsibilities.

The Committee shall have the authority, in its sole discretion, to retain, oversee and terminate, and to approve the fees and other retention terms of, such consultants, outside counsel and other experts and advisors as it deems necessary to carry out its duties. The Company shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to such consultants, outside counsel and other experts and advisors and to pay any other ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall also annually assess the independence of any consultants, outside counsel, experts and advisors prior to either (i) their retention or (ii) receipt of advice if not retained by the Committee.

This Charter shall be reviewed at least annually and updated as necessary. The Committee shall also conduct an annual evaluation of its performance relative to the purpose, duties and responsibilities described herein. The Committee may delegate any of its duties and responsibilities to subcommittees of the Committee or employees of the Company, as the Committee may deem appropriate and consistent with applicable law. The decisions made pursuant to any such delegated authority shall be reported to the full Committee at its next scheduled meeting.

Composition and Meetings

The Committee shall consist of at least three directors, each of whom is determined by the Board to be independent as that term is defined by the New York Stock Exchange and the Company’s independence standards set forth in the Company’s Corporate Governance Guidelines. At least two members of the Committee must qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. In the event that approval by the Committee of any incentive compensation or equity plan, or grants made thereunder, would not satisfy the relevant requirements for an exemption from potential short-swing trading profits liability under Section 16(b) of the Exchange Act pursuant to Rule 16b-3, and the Committee determines that such compliance is desirable, then a properly constituted subcommittee shall approve and authorize such plans and grants. The Nominating, Governance and Corporate Responsibility Committee shall assess the qualifications of the Committee members and nominees, and shall recommend to the Board membership for the Committee based on such assessment.

The Board, by majority vote, may remove a member of the Committee without cause or appoint a director to serve on the Committee at any duly noticed meeting of the Board.

The Committee shall meet at least four times per year via in person, videoconference or teleconference meetings. One-third of the Committee members shall constitute a quorum.

Duties and Responsibilities

The Committee shall:

  1. With respect to executive compensation:
    * Working with senior management, determine the Company’s general philosophy with respect to executive compensation and establish executive compensation programs that support such philosophy, including the consideration of environmental, social and governance (“ESG”) matters in executive compensation programs.

    • Review and approve periodically, but no less frequently than annually, the performance goals and objectives for the CEO, including the performance goals and objectives for purposes of payments and awards under the short-term incentive compensation plans and the long-term incentive compensation plans.
    • Annually determine the extent to which such performance goals and objectives have been met.
    • Evaluate the CEO’s performance using a multi-step process including setting the goals and objectives at the beginning of the fiscal year, a mid-year review and a year-end evaluation review. The Committee shall conduct this evaluation with the involvement of the other independent directors.
    • Determine and approve the CEO’s salary and other compensation based on the performance evaluation conducted by the Committee and the other independent directors, as well as input from the Company’s compensation consultant and recommendations from the independent directors. In evaluating and determining Executive Officer compensation, the Committee shall consider the results of the most recent advisory vote of the stockholders regarding executive compensation (the “Say-on-Pay” vote).
    • Review periodically with the CEO the performance of each of the other Executive Officers in light of their goals and objectives and approve the salary and other compensation of each such Executive Officer based on that evaluation.
    • Determine the amount and other material terms of individual awards to be made to Executive Officers under the Company’s short-term incentive compensation plans and long-term incentive compensation plans.
  2. Review and approve, as appropriate, recommendations regarding retirement income and other deferred benefit plans applicable to Executive Officers.
    * Determine perquisites for the CEO and other Executive Officers.

    • Review and approve, as appropriate, recommendations of the CEO regarding new Executive Committee positions before the job is filled and, unless appointed by the Board, appoint any officer, including any Executive Officer, required to be appointed by the Board under the Company’s Bylaws.
    • Review and approve any employment agreements, change-in-control arrangements, severance arrangements or special or supplemental employee benefits, and any amendments to any of the foregoing, applicable to Executive Officers.
    • Evaluate the outcome of the Say-on-Pay vote, including as to the frequency of such advisory vote, and make recommendations or take appropriate actions in response to such advisory vote.
  3. With respect to incentive compensation and equity plans:
    • Make recommendations to the Board with respect to the structure of overall incentive and equity-based plans and adopt, amend or terminate plans consistent with the approved structure.
    • Review and approve performance goals and objectives, threshold and maximum awards and maximum aggregate funding for the Company’s short-term incentive compensation plans.
    • Administer and interpret the Company’s 2005 Stock Incentive Plan, any other equity compensation plan and other long-term compensation plans and programs.
    • Review, approve and oversee all equity award granting practices under the long-term incentive compensation plans, including reviewing and approving the timing of awards, reviewing and approving performance goals and objectives, threshold and maximum awards and maximum aggregate funding for plans or programs in which payouts depend on performance versus predetermined targets.
    • Initiate studies of new executive compensation plans and of existing plans, as appropriate, and monitor overall levels of share usage, dilution and cost attributable to equity compensation plans.
    • Review and approve the Executive Stock Ownership Guidelines and Non-Management Director Stock Ownership Guidelines and monitor compliance with such Stock Ownership Guidelines.
    • Administer and interpret the Company’s Policy Regarding Clawback of Incentive Compensation, as it may be amended from time to time, and review and approve the creation or revision of any further clawback policy allowing the Company to recoup compensation paid to employees.
  4. With respect to benefit, health and welfare, and retirement plans:
    • Review and adopt or terminate benefit, health and welfare, and retirement plans and make any amendments thereto (exercising this authority as a plan sponsor, not an administrator, on behalf of the Company for ERISA plans), except to the extent that the Employee Benefits Committee has been delegated authority. The administration of the Company’s tax-qualified retirement plans such as pension and 401(k) plans, along with health and welfare plans, is the responsibility of the Employee Benefits Committee, with the exception of certain non-ERISA executive health and welfare plans.
  5. With respect to director compensation:
    • Annually review the form and amount of compensation of directors and the principles upon which such compensation is determined and make any recommendations to the Board regarding such compensation.
  6. With respect to succession and human capital management programs:
    • The Board periodically reviews management’s succession plan and has oversight of the management development and succession planning process (including succession planning for emergencies) for the CEO and executive committee. If the Board requests, the Committee advises the Board in connection with the review and oversight of the management development and succession planning process.
    • Evaluate, consider, and oversee the risks arising from the Company’s compensation policies and programs to ensure that such policies and programs do not encourage excessive risk taking by Company employees and Executive Officers.
    • Review and discuss with management the Company’s diversity, equity and inclusion initiatives, programs and key metrics and review these matters with the Board on a periodic basis.7. The Board periodically reviews management’s succession plan and has oversight of the management development and succession planning process (including succession planning for emergencies) for the CEO and executive committee. If the Board requests, the Committee advises the Board in connection with the review and oversight of the management development and succession planning process.
    • Review and discuss with management the Company’s key human capital policies and
      practices, including with respect to workplace environment and culture, talent recruiting,
      development and retention below the CEO and executive committee level, and pay equity, and
      review these matters with the Board on a periodic basis (at least annually).
    • Review and discuss with management the Company’s diversity, equity and inclusion initiatives programs and key metrics and review these matters with the Board on a periodic basis (at least annually).
  7. With respect to executive compensation and related disclosures:
    • Review and discuss with management the Company’s Compensation Discussion and Analysis and compensation-related disclosures required to be included in the Company’s proxy statement in accordance with applicable rules and regulations.
    • Review the Company’s compensation policies and programs to ensure that such policies and programs do not encourage excessive risk taking by Company employees and Executive Officers.
    • Recommend to the Board based on the review and discussions whether the Compensation Discussion and Analysis should be included in the proxy statement.
    • Prepare the compensation committee report required to be included in the Company’s proxy statement in accordance with applicable rules and regulations.
    • Determine annually if any conflicts of interest exist on the part of any executive compensation consultants retained by the Committee, and if so, ensure disclosure of such conflicts, including the nature of the conflict and how it was addressed, in the Company’s proxy statement.
    • Oversee the Company’s engagement efforts with stockholders on the subject of executive compensation, working in conjunction with the Nominating, Governance and Corporate Responsibility Committee.

Other Responsibilities

The Committee shall perform other activities consistent with this charter, the Company’s Bylaws and governing law, as the Committee or the Board deems necessary or appropriate.


Nominating, Governance and Corporate Responsibility Committee Charter

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(Effective May 20, 2024)

Purpose and Authority

The Nominating, Governance and Corporate Responsibility Committee (the “Committee”) is established by the Board of Directors (the “Board”) of The Clorox Company (the “Company”) for the purposes of:

  1. Identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and recruiting them for membership on the Board.
  2. Recommending to the Board individuals to be selected as the Company’s director candidates for election at annual meetings of stockholders and any individuals to be elected by a majority of the Board between annual meetings.
  3. Reviewing and recommending to the Board changes in the Company’s Corporate Governance Guidelines and the Code of Conduct.
  4. Assisting the Board in overseeing the Company’s ethics and compliance program, including the Company’s compliance with legal and regulatory requirements other than those related to accounting or financial reporting (which are the responsibility of the Audit Committee).
  5. Performing a leadership role in shaping the Company’s corporate governance and overseeing the evaluation of the Board and its committees.
  6. Supporting the Board in reviewing, monitoring and engaging with management on the
    development of climate change and environmental policies, programs, goals and
    progress, and regularly reviewing such matters with the full Board.
  7. Assisting the Board in overseeing the Company’s corporate responsibility program (including corporate citizenship, charitable giving, political participation, issue advocacy and lobbying) and overseeing governance of the Company’s environmental, social and governance (ESG).
  8. Assisting the Board in overseeing the Company’s engagement efforts with stockholders and other key stakeholders, including non-governmental organizations and key ESG ratings agencies.

The Committee will report regularly to the Board regarding its execution of its duties and responsibilities.

The Committee shall have the sole authority to retain and terminate, and to approve the fees and other retention terms of, such outside counsel, search firms and other advisors that it deems necessary to carry out its duties.

This Charter shall be reviewed at least annually and updated as necessary. The Committee shall also perform an annual evaluation of its performance relative to the purpose, duties and responsibilities described herein. The Committee may delegate any of its duties and responsibilities to subcommittees composed of its members.

Composition and Meetings

The Committee shall consist of at least three directors appointed by the Board in accordance with the Company’s Bylaws who are determined by the Board to be independent as that term is defined by the New York Stock Exchange and the Company’s independence standards set forth in the Company’s Corporate Governance Guidelines.

The Board, by majority vote of the directors attending a meeting at which a quorum is present, may remove a member of the Committee without cause or appoint a director to serve on the Committee at any duly noticed meeting of the Board.

The Committee shall meet at least three times annually, and at such additional times as it deems necessary to carry out its duties via in-person, videoconference or teleconference meetings. One-third of the Committee members shall constitute a quorum, and all matters shall be determined by a majority vote of the members present.

Duties and Responsibilities

The Committee shall:

  1. Oversee the Company’s Corporate Governance Guidelines, and annually review the guidelines and recommend changes to the Board as necessary.
  2. Oversee the evaluation of the overall performance of the Board, its committees, and individual directors.
  3. Develop and recommend to the Board criteria for membership on the Board and review these criteria periodically.
  4. Identify, review and evaluate the qualifications (including skills and experience, ability to represent stockholder interests, ability to devote sufficient time, integrity and judgement and the other criteria set forth in the Company’s Corporate Governance Guidelines) of candidates for membership on the Board and recommend annually to the Board the Company’s slate of candidates to be proposed for election or re-election to the Board.
  5. Recommend to the Board policies regarding the composition, size and structure of the Board and annually examine the overall composition of the Board to assess the skills and characteristics that are currently represented on the Board, and in incumbent Board members, as well as the skills and characteristics that the Board may find valuable in the future in light of the Company’s strategy and anticipated business needs, and oversee the Board’s policies and practices with respect to diversity, including the Board Diversity Policy.
  6. Engage in succession planning for the Board and key leadership roles on the Board and its committees.
  7. Annually review the Board’s leadership structure and recommend changes to the Board as appropriate.
  8. Recommend to the Board policies related to tenure as a director, such as the retirement policy for directors.
  9. Oversee director orientation and continuing education.
  10. Make recommendations to the Board with respect to director independence (and possible director conflicts of interest), as well as qualification determinations and evaluate director notices of possible additional outside board service.
  11. Recommend to the Board the general policies regarding the structure, function and composition of Board committees, consider rotating directors among the committees and annually review the assignments of individual directors to these committees, including the selection of committee chairs, and recommend changes to the Board as appropriate.
  12. Consider stockholder recommendations of candidates for Board membership and establish procedures for the consideration of Board candidates recommended for the Committee’s consideration by the Company’s stockholders.
  13. Recommend to the Board individuals for election to the Board as necessary between annual stockholders’ meetings, including to fill vacancies and newly created directorships.
  14. Review and make recommendations to the Board regarding stockholder proposals.
  15. Oversee the Company’s compliance and ethics program, including compliance with legal and regulatory requirements other than those related to accounting or financial reporting (which are the responsibility of the Audit Committee), and, from time to time, discuss with management the Company’s compliance and ethics program (including discussing with the individual who holds day-to-day operational responsibilities for the program), as well as the status of pending litigation, environmental, or regulatory issues and other areas of oversight as may be appropriate; and oversee product stewardship and product safety matters (to the extent not covered by the full Board).
  16. Oversee the Company’s compliance with the Code of Conduct, including periodically reviewing and updating the Code of Conduct, and evaluating any actual or potential conflicts of interest of directors, and management’s activities to monitor compliance with the Code of Conduct.
  17. Review and assess the channels through which the Board receives information.
  18. Oversee the Company’s political contributions policies and procedures.
  19. Review any offers of resignation made by directors and recommend whether to accept or reject the offer of resignation of any director who submitted his or her offer of resignation as a director pursuant to the Company’s governance practices.
  20. Review the Company’s director and officer insurance program and other key insurance policy coverage.
  21. Identify and consider emerging corporate governance issues and trends that may affect
    the Company and make recommendations to the Board as appropriate.
  22. Support the Board in reviewing, monitoring and engaging with management on the
    development of climate change and environmental policies, programs, goals and
    progress, and regularly review such matters with the full Board.
  23. Oversee the Company’s program relating to corporate responsibility (including corporate citizenship, charitable giving, political participation, issue advocacy and lobbying) and oversee governance of the Company’s ESG program.
  24. Oversee the Company’s ESG-related engagement efforts with stockholders and
    other key stakeholders, including non-governmental organizations and key ESG ratings
    agencies.

Other Responsibilities

The Committee shall perform other activities consistent with this Charter, the Company’s bylaws and governing law, as the Committee or the Board deems necessary or appropriate.