2003 Governance Charter: NKE
Charter of the Nominating and Corporate Governance Committee
Identify individuals qualified to become Board members.
Board of Directors and Committees
1. Establish and review with the Board from time to time, the criteria for selecting new directors, which will be described in NIKE's corporate governance guidelines.
2. Identify, evaluate and recruit individuals qualified to be a director.
3. Recommend to the Board director nominees to be proposed for election at the annual meeting of shareholders, or for election by the Board to fill vacancies or newly-created directorships.
4. Review and make recommendations to the Board with respect to the size, structure, composition, compensation, processes, and practices of the Board and its committees.
5. Recommend to the Board nominees for appointment to each committee of the Board.
6. Develop and oversee orientation materials or programs for new Board members.
Director Search Firms
7. Have the sole authority to retain and terminate any search firm used to identify director candidates, and to approve the search firm's fees and other retention terms.
8. Oversee an annual self-evaluation of the Board and each committee of the Board.
9. Oversee the annual evaluation of NIKE's executive officers not performed by the Compensation Committee.
10. Perform an annual self-evaluation of the Committee's performance.
Corporate Governance Guidelines
11. Develop and recommend to the Board for approval corporate governance guidelines.
12. Review the corporate governance guidelines from time to time, and recommend to the Board for approval any proposed changes.
Code of Business Conduct and Ethics
13. Develop and recommend to the Board for approval a code of business conduct and ethics for NIKE.
14. Review NIKE's code of business conduct and ethics from time to time, and recommend to the Board for approval any proposed changes.
15. Consider and recommend to the Board for approval or disapproval, any requests for waivers of NIKE's code of business conduct and ethics for directors and executive officers, and ensure that any such waivers are promptly disclosed as required by law.
16. Review and make recommendations to the Board with respect to any shareholder proposal that relates to corporate governance, including a director nomination by a shareholder.
17. Review and reassess the adequacy of this charter on an annual basis and recommend any proposed changes to the Board for approval.
18. Present to the Board such comments and recommendations as the Committee deems appropriate within the context of this charter, and perform such other duties and functions from time to time as may be required by law or assigned by the Board.