Lowe’s Companies, Inc.

Governance Committee Charter

 

Purpose

The purpose of the Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Lowe’s Companies, Inc. (the “Company”) is to identify and recommend individuals to the Board for nomination as members of the Board and its committees consistent with the criteria approved by the Board, to develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company and to oversee the evaluation of the Board and management of the Company.

Composition and Procedure

The Committee shall be composed entirely of members of the Board who qualify as “independent” under the requirements of the listing standards of the New York Stock Exchange and the non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, and shall include not less than one-half (1/2) of the members of the Board who qualify as “independent.”  Members will normally include the Chair of each standing Committees of the Board.  In addition, the Committee may include other Directors appointed by the Board so long as they qualify as “independent.”

 

The members of the Committee shall be nominated by the Committee and appointed by the Board in accordance with the Bylaws of the Company.  Members shall serve at the pleasure of the Board and for such terms as the Board may determine.  A Committee member (including the Chairperson) may be removed at any time, with or without cause, by the Board.  The Board shall designate the Chair of the Committee.  Except as expressly provided in this Charter, the Bylaws of the Company or the Corporate Governance Guidelines of the Company, the Committee shall fix its own rules of procedure.

The Committee shall meet at such times, and in the manner it determines to be necessary or appropriate, but not less than once each year, and shall report to the Board at the next meeting of the Board following each Committee meeting.

Committee Authority and Responsibilities

The Committee shall have the following authority and responsibilities:

·                     To serve as a forum for ideas and suggestions to improve the quality of stewardship provided by the Board, suggest to the Board improvements in the process of governance, and assess at least annually and recommend changes as appropriate to the Company’s Corporate Governance Guidelines.

·                     To develop criteria for evaluation of potential candidates for the Board and its committees in light of the current skills, background and experience of its members and the future, ongoing needs of the Company.

·                     To screen and review recommendations for nominees to the Board from other Directors and shareholders.

·                     To identify individuals qualified to become members of the Board consistent with criteria approved by the Board and to recommend to the Board the nominees for directors to be appointed by the Board to fill vacancies or to be elected at the next annual meeting of shareholders.

·                     To recommend to the Board for its approval, the membership and Chairperson of each committee of the Board.

·                     To review each Director’s continuation on the Board prior to his or her re-nomination, in order to confirm his or her desire to continue to serve on the Board, and to evaluate whether or not each Director’s skills, background, experience and contribution to the Board is in keeping with the present and future needs of the Company.

·                     To consider the circumstances that contributed to the failure of any director nominee to receive a majority vote in an uncontested election and the options available to the Board of Directors under the North Carolina Business Corporation Act, the Company’s Restated Charter and the Company’s Bylaws and to recommend a course of action to the Board of Directors.

·                     To administer the voluntary resignation guidelines for Directors who change job responsibility during their tenure on the Board.

·                     To assist the Board in an annual performance evaluation of the Board and each of its committees.

·                     To assist the Board in determining and monitoring whether or not each Director and prospective Director is “independent” within the meaning of any rules and laws applicable to the Company.

·                     To conduct an annual performance review of the Chief Executive Officer, the results of which are communicated to the Chief Executive Officer by the Chair of the Committee and at least one other Committee chair.

·                     To review and make recommendations to the Board regarding proposals of shareholders that relate to corporate governance.

·                     To annually review and evaluate its own performance.

Notwithstanding the provisions set forth in this Charter to the contrary, if the Company is legally required by contract or otherwise to provide third parties with the ability to nominate directors (e.g., preferred stock rights to elect directors upon a dividend default, shareholder agreements and management agreements), the selection and nomination of such directors need not be subject to the Committee’s nominating and review process.

In performing its responsibilities, the Committee shall have the authority to obtain advice, reports or opinions from internal or external counsel and expert advisors.

Delegation to Subcommittee

The Committee may, in its discretion, delegate all or a portion of its authority and responsibilities to a subcommittee of the Committee.

Resources and Authority of the Committee

The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms.

Miscellaneous

Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the Directors of the Company or members of the Committee.  The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.  This Charter, and any amendments thereto, shall be displayed on the Company’s web site and a printed copy of such shall be made available to any shareholder of the Company who requests it.

Adopted by the Governance Committee and approved by the Board of Directors on December 5, 2003.  Amended by Board of Directors on August 18, 2006.