CHARTER OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF THE TJX COMPANIES, INC.
The purpose of the Executive Committee of The TJX Companies, Inc. is to assist the Board of Directors in the management of the Company.
II. Duties and Responsibilities.
The duties and responsibilities of the Committee shall include the following:
The Committee shall consist of at least three members of the Board, including a Chair, appointed by the Board of Directors upon the recommendation of the Corporate Governance Committee. At least two members shall be independent directors in accordance with independence requirements set forth under applicable law and New York Stock Exchange rules. The term of each member shall be until the first meeting of directors following the next annual meeting of stockholders unless such member earlier dies, resigns or is removed by the Board of Directors in its discretion.
The Committee shall hold such meetings as it determines appropriate. Any member of the Committee may call a meeting of the Committee upon one day's notice to each other member. Any action of the Committee shall be taken by the affirmative vote of a majority of the members, provided that members who are not independent directors cannot constitute a majority of members for the purpose of taking action, and any action may be taken without a meeting if all members of the Committee consent in writing. The Committee may delegate its authority to a subcommittee. The Committee may establish such other procedures to govern its operation as it determines are appropriate.