OF THE CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF THE TJX
The purpose of the Corporate
Governance Committee of The TJX Companies, Inc. is to:
- Review and recommend to the Board of Directors
policies related to the Board of Directors;
- Assess qualifications for and composition of the
Board of Directors and identify individuals qualified to become members of
the Board of Directors;
- Recommend to the Board of Directors proposed
director nominees for each annual meeting of shareholders;
- Develop and recommend to the Board of Directors
corporate governance principles;
- Prepare disclosure regarding
the Company's nominating processes as required by the U.S. Securities and
Exchange Commission rules to be included in the Company's annual proxy
- Oversee and evaluate corporate
governance at the Company.
II. Duties and
The duties and responsibilities
of the Committee shall include the following:
- Identify individuals qualified to become board
members, receive nominations for such qualified individuals, and recommend
to the Board director nominees for each annual meeting of shareholders.
The Committee shall select individuals as director nominees who, in the
opinion of the Committee, shall have high personal and professional
integrity, who shall have demonstrated ability and judgment and who shall
be effective, in conjunction with the other nominees to the board, in
collectively serving the long-term best interests of the shareholders.
- Recommend to the Board annually and as needed
qualified individuals to serve as committee members and as committee
chairs on the various Board committees.
- Clearly articulate to each director requirements
for service as a director, including compliance with the Company's
corporate governance principles, attendance at board and committee
meetings and advance review of meeting materials.
- Develop and recommend to the Board of Directors
corporate governance principles addressing the following subjects: (i) director qualification standards; (ii) director
responsibilities; (iii) director access to management and, as necessary
and appropriate, independent advisors; (iv) non-employee director
compensation; (v) director orientation and continuing education; (vi)
management succession; and (vii) annual performance evaluation of the
board. The Committee shall review the principles on an annual basis, or
more frequently if appropriate, and recommend changes as necessary.
- Review the Company's practices and policies with
respect to directors, including retirement policies, the size of the
Board, the ratio of employee directors to non-employee directors, the meeting
frequency of the Board and the structure of Board meetings, and make
recommendations to the Board.
- Review the functions, duties and composition of
the committees of the Board and compensation for committee members and
make recommendations to the Board. Annually review stock ownership of
non-employee directors in accordance with the criteria included in the
Corporate Governance Principles.
- In concert with the Board, review Company
policies with respect to significant issues of corporate public responsibility,
- Recommend processes for annual evaluations of the
performance of the Board, the Chairman of the Board, the lead Director,
and each committee and its chair and oversee the annual evaluations.
- Establish objectives for the Chief Executive
Officer's performance and annually evaluate the performance of the Chief
- Consider and report to the Board any questions of
possible conflicts of interest of Board members.
- Provide for new director orientation and continuing
education for existing directors on a periodic basis.
- Oversee the maintenance and presentation to the
Board of management's plans for succession to senior management positions
in the Company.
- Report regularly to the Board.
- Conduct and present to the Board an annual
performance evaluation of the Committee.
- At least annually review the
adequacy of this charter and recommend any proposed changes to the Board
The Committee shall consist of
at least three members of the Board, including a Chair, appointed by the Board
of Directors upon the recommendation of the Committee. The term of each member
shall be until the first meeting of directors following the next annual meeting
of stockholders unless such member earlier dies, resigns or is removed by the
Board of Directors in its discretion. Each member shall satisfy the
independence requirements under applicable law and SEC and New York Stock
The Committee shall hold at
least three regularly scheduled meetings annually and such special meetings as
it determines appropriate. Any member of the Committee may call a meeting of
the Committee upon one day's notice to each other member. Any action of the
Committee shall be taken by the affirmative vote of a majority of the members
and may be taken without a meeting if all members of the Committee consent in
writing. The Committee may delegate its authority to a subcommittee. The
Committee may establish such other procedures to govern its
operation is it determines are appropriate.
The Committee shall have the
sole authority to retain and terminate, at the expense of the Company and
without Board approval, such search firms used to identify director candidates
and such other advisors as it shall consider appropriate including the fees and
terms of engagement of such firms.