The Procter & Gamble Company Board of Directors Executive Committee Charter

 

 

The Committee's Purpose. The Committee is appointed by the Board for the primary purpose of, for administrative convenience, managing the company's business and affairs between meetings of the Board of Directors with respect to issues the Committee determines do not require a meeting of the Board as a whole.

 

 

The Committee's Duties and Responsibilities. The Committee has the following duties and responsibilities.

General. To manage the business and affairs of the company in the interim between meetings of the Directors, in the course of which the Committee generally will have all of the authority of the Board in the transaction of such business of the company as, in the judgment of the Committee, may require action before the next regular meeting of the Board.

Call Special Meeting of Board. To call a special meeting of the Board if, in the Committee's judgment, an issue is brought before the Committee that requires consideration by the Board as a whole.

Other Activities. To perform any other activities as the Committee deems appropriate, or as are requested by the Board, consistent with this charter, the company's bylaws and applicable law.

This Charter. To maintain and update, as appropriate, this charter, which will be published on the company's website.

 

 

Limitations

The Board may limit or qualify the powers of the Committee at any time, and may rescind any action of the Committee to the extent that no rights of third persons have intervened.

In any circumstance where the Committee is asked to take action, all members of the Board will receive notice of the meetings and briefing materials, and will be given the opportunity to participate in the Committee discussion. A majority of participants in the Committee discussion (including non-Committee members) may determine that any matter discussed by the Committee should be deferred so that it can be taken up by the entire Board.

 

 

Authority to Retain Experts. The Committee has the authority to retain, direct and/or terminate such experts as it deems necessary in the performance of its duties.

 

 

INFORMATION CONCERNING COMMITTEE MEMBER QUALIFICATIONS, COMMITTEE MEMBER APPOINTMENT AND REMOVAL, COMMITTEE STRUCTURE AND OPERATIONS (INCLUDING AUTHORITY TO DELEGATE TO SUBCOMMITTEES), AND COMMITTEE REPORTING TO THE BOARD ARE ADDRESSED IN THE PROCTER & GAMBLE COMPANY BOARD OF DIRECTORS COMMITTEE CHARTERS APPENDIX.