2003 Committee Charter : ATVI
As adopted by the Board of Directors
September 19, 2002
NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER
The Nominating/Corporate Governance Committee (the "Committee") is appointed by
the Board of Directors (the "Board") of Activision, Inc. (the "Company") : (1) to assist the Board
by identifying individuals qualified to become Board members and to recommend to the Board
the director nominees for the next Annual Meeting of Stockholders and from time to time to fill
vacancies on the Board; (2) to make recommendations from time to time to the Board with
regard to Board size and composition, including recommendations to increase or decrease the
size of the Board or to change the mix of members; (3) to recommend to the Board the Corporate
Governance Principles and Policies applicable to the Company; (4) to lead the Board in its
annual review of the Board's performance; and (5) to recommend to the Board director nominees
for each committee and for the position of Chairperson of each committee. Such activities shall
be conducted in a manner consistent with the Company's Corporate Governance Principles and
II. Committee Membership
The Committee shall consist of no fewer than two Board members. The Members of the
Committee shall meet the independence requirements of the NASDAQ Stock Market.
The members of the Committee shall be appointed and replaced by the Board, as the
Board shall determine from time to time. The Board shall designate the Chairperson of the
III. Committee Authority and Responsibilities
1. The Committee shall actively seek individuals qualified to become board members for
recommendation to the Board.
2. The Committee shall evaluate from time to time the appropriate size (number of
members) of the Board and recommend any increase or decrease.
3. The Committee shall recommend, as appropriate, change s in the composition of the
members to more accurately reflect the needs of the business, and in this connection propose the
addition of members and the necessary resignation of members for purposes of obtaining the
appropriate member(s) and skills.
4. The Committee shall formally propose the slate of directors to be elected at each
Annual Meeting of Stockholders and described in the Company's proxy statement. The
Committee will make these recommendations as part of its report at a Board meeting held each
– 2 –
year in the first fiscal quarter. In evaluating a candidate for director, the Committee shall
consider age, health, energy level and prior service, as well as experience in Board enunciated
core competencies, including any technical expertise necessary to staff specific Board
5. The Committee shall have authority to retain and terminate any search firm to be used
to identify director candidates and shall have authority to approve the search firm's fees and other
retention terms. The Committee shall also have authority to obtain advice and assistance from
internal or external legal, accounting or other advisors. In each case the Committee shall consult
with the Chairman and the Co-Chairman before engaging a search firm or other external
6. The Committee shall receive comments from all directors and report annually to the
Board with an assessment of the Board's performance, to be discussed with the full Board
following the end of each fiscal year.
7. The Committee shall, with advice from the Company's General Counsel and outside
legal counsel, periodically review and recommend: (1) changes to the Company's Certificate of
Incorporation and By- laws as they relate to corporate governance matters and (2) modifications
and enhancements to the Company's takeover planning and structural defenses.
8. The Committee shall review and reassess the adequacy of the Corporate Governance
Principles and Policies of the Company and recommend any proposed changes to the Board for
9. The Committee may form and delegate authority to subcommittees when appropriate.
10. The Committee shall make regular reports to the Board.
11. The Committee shall review and reassess the adequacy of this Charter and
recommend any proposed changes to the Board for approval. The Committee shall annually
review its own performance.