2003 Governance Charter: SBUX
Approved by the Board of Directors
March 24-25, 2003
NOMINATING AND CORPORATE GOVERNANCE
The Nominating and Corporate Governance Committee (the "Committee") is
responsible for developing and implementing policies and procedures that are intended to
ensure that the Board of Directors is appropriately constituted and organized to meet its
fiduciary obligations to Starbucks Corporation (the "Company") and its shareholders on
an on-going basis.
The Committee shall be comprised of at least three (3) members, each of whom
shall meet the independence requirements of The Nasdaq Stock Market, Inc. then in
effect. Members of the Committee and a Chairman of the Committee shall be appointed
by the Board of Directors. The Board of Directors shall appoint a new member or
members in the event that there is a vacancy on the Committee that reduces the number
of members below three (3), or in the event that the Board determines that the number of
members on the Committee should be increased.
The Committee shall meet at least twice each fiscal year, and may hold additional
meetings in person or telephonically as often as may be necessary or appropriate, in the
discretion of the Chairman of the Committee. Prior to each meeting the Chairman of the
Committee will circulate or discuss the agenda for the meeting with each member of the
Members of the Committee are expected to use all reasonable efforts to attend
each meeting. The Chairman of the Committee may also request that members of
management, legal counsel, or other advisors attend the meetings of the Committee.
Minutes of each meeting shall be prepared under the direction of the Chairman of
the Committee and circulated to each member of the Committee for review and approval.
Committee Authority and Responsibilities
The specific authority and responsibilities of the Committee shall include, but are
not limited to, the following:
1. Sole authority to retain and terminate any search firm or firms to be used to identify
director candidates and sole authority to approve any such firm's fees and other
2. Form and delegate responsibilities to subcommittees of the Committee, as may be
necessary or appropriate.
3. Determine the skills and qualifications required of directors and develop criteria to be
considered in selecting potential candidates for Board membership.
4. Identify and screen candidates for future Board membership.
5. Annually evaluate candidates to be nominated to serve on the Board of Directors and
recommend the slate of nominees to stand for election at the annual meeting of
shareholders. In addition, the Committee shall recommend candidates to fill
vacancies or new positions on the Board of Directors, as necessary or advisable. The
full Board of Directors shall approve nominees to stand for election at the annual
meeting of shareholders and all new members of the Board of Directors. Invitations
to join the Board of Directors shall be extended by the chairman of the Board and the
chairman of the Committee.
6. Annually recommend to the Board for approval the appointment of directors to Board
committees and the selection of a chairperson for each Board committee.
7. Recommend to the full Board of Directors a rotation policy for directors with respect
to service on the various committees of the Board to ensure diversity of Board
member experience and exposure to the various affairs of the Company. The full
Board of Directors shall approve such rotation policy.
8. Periodically review the Company's Corporate Governance Principles and Practices in
light of changing conditions and shareholders interests and make recommendations to
the full Board of Directors regarding appropriate modifications.
9. Periodically evaluate the overall effectiveness of the organization of the Board
(including the effectiveness of the committees) and the Board's performance of its
governance responsibilities and report such findings to the full Board of Directors.
10. Periodically review the type and amount of Board compensation for non-employee
directors, make recommendations to the full Board of Directors regarding such
compensation, and review and approve disclosures regarding directors' compensation
required by the Securities and Exchange Commission and other government agencies.
11. Adopt and implement a policy or policies, as appropriate, governing service on the
Board of Directors of other companies, charities and institutions applicable to
members of the Board of Directors and officers of the Company holding a position of
senior vice president or above.
12. Together with the Chairman of the Compensation and Management Development
Committee, the Chairman of the Committee shall annually review the performance of
the chief executive officer and the chief global strategist and meet with each such
officer to share the findings of such review.
13. Review and assess the adequacy of this Charter annually, or more often as
circumstances dictate, and update or revise the Charter as appropriate.
14. Periodically evaluate and take steps to improve the effectiveness of the Committee in
meeting its responsibilities under this Charter.
This Charter is intended to provide a set of flexible guidelines for the effective
functioning of the Committee. The Committee may modify or amend this
Charter and the authority and responsibilities of the Committee set forth herein
at any time.