BJ's Wholesale Club, Inc.
Corporate Governance Committee Charter
The BJ's Wholesale Club, Inc.
Corporate Governance Committee has a primary focus on the operation of the BJ's Board of Directors in fulfilling its responsibilities
to stockholders and other stakeholders, including employees, customers,
suppliers, communities and the public. All members of the Corporate Governance
Committee shall be "independent" as defined by the applicable rules
of the New York Stock Exchange and the Securities and Exchange Commission.The Committee shall have the sole authority to
retain and terminate any search firm used to identify Director nominees or any
independent legal or other advisors, including sole authority to approve the
firm's fees and retention terms and to cause the Company to pay the
compensation of any such firm engaged by the Committee. (Use of the word
"recommend" in the body of this document means recommend for
discussion and approval by the full Board of Directors of BJ's
Wholesale Club, Inc.)
- Serve as a nominating committee for Directors
and Board Officers.
- Recommend size of Board.
- Recommend desirable
characteristics for Directors and the variety of skills to be represented
on the Board.
- Evaluate performance of
Directors who are up for renomination.
- Recommend candidates for
Director for election by the Board and by the stockholders.
- Nominate Board Officers.
- Develop, and review a
Director Succession Plan that assures BJ's
Wholesale Club, Inc. that its Board will always be properly staffed.
- Recommend Committee structure and charters.
- Review Corporate Governance
Committee Charter annually.
- Review all Committee
Charters annually and recommend them for approval. (It is anticipated
that each committee will review its charter annually and submit the
result of that review to the Corporate Governance Committee where all
charters will be reviewed together to ascertain that all of the Board's
committee needs are being addressed appropriately by one, and only one
committee. The charters will then be recommended for full Board
- Recommend addition or
deletion of Committees.
- Nominate Committee members
and a chairperson for each Committee.
- Review Director compensation
and, if appropriate, recommend changes for approval by the Board of
- Monitor the Corporation's social
responsibility programs and corporate citizenship.
- Review Board Performance annually.
(The Board Performance Evaluation is intended to solicit via questionnaire
from all board members, both outside and inside directors, their opinions
about the strengths, weaknesses and opportunities for improvement of the BJ's Board of Directors. The answers are compiled
confidentially by the Chairman of the Corporate Governance Committee in a
form appropriate for discussion and action by the full Board of Directors.
Confidentiality of responses is maintained by summarization, scrambling of
the answers to each question and destroying the completed questionnaires.
An outside resource may be employed to process the returned questionnaires
to increase the level of confidentiality further.)
- Review Corporate Governance Committee
performance annually and report to full Board.
- Review new Director orientation
- Review BJ's Code of
Ethics and Corporate Governance policies annually.
- Recommend policies and monitor compliance
regarding corporate governance such as:
- Director retirement and
- Director attendance at
- Director ownership of BJ's Wholesale Club, Inc. stock.
- Outside directorships of
officers and directors of the Corporation.