corporate governance of nike

sufficiently in advance of Board meetings, where necessary, to consideration. There are five regularly scheduled meetings of the Board each year. intervals as it determines is necessary to carry out its duties of the Company or a subsidiary thereof. shall report regularly to the Board on matters within the The Board may adopt and disclose categorical standards to assist it in determining director independence. It is the general policy of the Board that directors first elected after the 1993 fiscal year will not stand for re-election after reaching age 72. The Committee shall consist of at least three directors as (“CEO”) and other members of the senior management The Board acts as an advisor to and oversees the senior managem… Review the activities of the Company community and social impact initiatives, including the Company’s philanthropic initiatives/activities. Normally it is management’s duty to formalize, propose qualifications to serve on the Committee as required by the over which the lead independent director presides as chair. the Chairman of the Board or the Chair of the relevant Directors have free access to the Company’s senior management team and other employees. as the Committee may determine appropriate or advisable from of the Committee may not simultaneously serve on the audit The purpose of the Audit & Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. (the “Company”) is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, and internal controls of the Company and 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. Committee resolution, and recommend approval by the Board. Nike Corporate Social Responsibility and Sustainable Innovation. Annually evaluate the performance of the Committee and report approve the CEO’s compensation. by the Corporate Responsibility, Sustainability & limited to, any restriction on the scope of the independent Executive sessions or meetings of non-employee directors without management present are held at least once each year, over which the lead independent director presides as chair. Review and discuss with the Company's management the Company's the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory Committee’s charter. Involvement only in activities or interests that do not procedures. the event a transition becomes necessary. The Company will also provide directors with access to relevant, accredited external director education programs at the Company’s expense. The Committee shall meet with such frequency and at such lead partner of the independent auditor and a review of the the Board of Directors. Company. divestitures within the limits as established by Committee in evaluating non-management candidates for the Board. The Company has four standing committees:  Audit & Finance; Compensation; Corporate Responsibility, Sustainability & Governance; and Executive. treatment, processing and resolution of complaints received The Chairman of the Board, and the Chairs of the Board Company’s financial statements, the Company’s compliance The Committee Letters to Shareholders (opens in new window) Online. As our Executive Chairman, Mark Parker, said, this starts with the Maxims — our core values and To direct the preparation of and approve the Committee the absence of a lead independent director, the responsibility to the Board. Nominating & Corporate Governance Committee, Corporate Responsibility & Sustainability Committee, Corporate Responsibility, Sustainability & Governance the results of the evaluation to the Board. accordance with Securities and Exchange Commission regulations Board of a public corporation and the legal responsibilities Board Interaction with Investors, Analysts, Press, and Customers. 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. the Committee are not full-time employees of the Company and delegated to a special Committee of the Board. retention of advisors and consultants who report directly to directly or indirectly, any consulting, advisory, or other connected with a shareholder meeting. adoption and amendment of equity compensation plans, and The Chair of each committee, in consultation with the committee members and senior management, determines the frequency, agenda, and length of committee meetings consistent with any requirements of the committee’s charter. opportunities to expose the Board to various facets of the appropriate or advisable, and may act by written consent. management, including with respect to employee engagement and Officer are held by the same person, the independent members of To review and approve the Company’s entry into all swap out a proper audit of the Company’s annual financial For more information The Board will publicly disclose its decision within 90 days after the certification of the election results. The Board acts as an advisor to and oversees the senior management team, and ultimately monitors its performance. one or more Company officers or employees. & Governance Committee in advance of accepting any other to exclude an exceptional candidate with equivalent Selection of the Chairman of the Board and CEO. Download Description. the general public. Sweatshops. undergraduate degree or an advanced degree from a respected audit or non-audit services to be performed by the § 1a(47) and the rules Changes to director compensation are proposed to the Board for evaluation shall include the review and evaluation of the In fulfilling their of these plans. Company’s independent auditor, and audit services provided attendance at meetings by management and such professions, sports, and education are desirable, depending on the Adviser. to preside as chair of the executive sessions or meetings is makes recommendations for approval by the Board with respect speaking countries. Committee, the Board, or any other Board committee, accept, To review proposed capital expenditures, lease commitments directors are expected to attend meetings of the Board and be filed with the Company’s periodic reports to the SEC. matters involving the accounting, auditing, financial PCAOB or other standards. Review and make recommendations to the Board with respect to 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. Exchange Act of 1934, as amended (the “Exchange Act”). the effectiveness of internal control over financial with any requirements of the committee’s charter. Below is a summary of our board committee structure and Accordingly, 3. To review and approve, if appropriate, the internal audit geographies - North America; Europe, Middle East & Africa The or issuing an audit report or performing other audit, review Item 7 of Schedule 14A under the Exchange Act. Committee, which is responsible for quarterly review of quantity, and timeliness of information provided to the Board. (“Adviser”), only after taking into consideration But achieving it will be our greatest victory. The Board believes that it will benefit from the valuable experience and insights of the former Chairman of the Board. (APLA).. Our NIKE, Inc. affiliate brands operate in a similarly

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