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.)


  1. Serve as a nominating committee for Directors and Board Officers.
    1. Recommend size of Board.
    2. Recommend desirable characteristics for Directors and the variety of skills to be represented on the Board.
    3. Evaluate performance of Directors who are up for renomination.
    4. Recommend candidates for Director for election by the Board and by the stockholders.
    5. Nominate Board Officers.
    6. Develop, and review a Director Succession Plan that assures BJ's Wholesale Club, Inc. that its Board will always be properly staffed.
  2. Recommend Committee structure and charters.
    1. Review Corporate Governance Committee Charter annually.
    2. 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 approval.)
    3. Recommend addition or deletion of Committees.
    4. Nominate Committee members and a chairperson for each Committee.
  3. Review Director compensation and, if appropriate, recommend changes for approval by the Board of Directors.
  4. Monitor the Corporation's social responsibility programs and corporate citizenship.
  5. 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.)
  6. Review Corporate Governance Committee performance annually and report to full Board.
  7. Review new Director orientation program annually.
  8. Review BJ's Code of Ethics and Corporate Governance policies annually.
  9. Recommend policies and monitor compliance regarding corporate governance such as:
    1. Director retirement and tenure.
    2. Director attendance at meetings.
    3. Director ownership of BJ's Wholesale Club, Inc. stock.
    4. Outside directorships of officers and directors of the Corporation.