This Nominating/Corporate Governance Committee Charter (the “Charter”) has been adopted by the Board of Directors (the “Board”) of Take-Two Interactive Software, Inc. (the “Company”).






The Nominating/Corporate Governance Committee is responsible for creating and maintaining the overall corporate governance policies for the Company and for identifying, screening, recruiting and presenting director candidates to the Board.  The Committee also nominates directors for committee membership.








The Committee shall be comprised of three or more members, all of whom must qualify as independent directors (“Independent Directors”) under the listing standards of the Nasdaq Stock Market, Inc. (“Nasdaq”).




Unless a Chair is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee. 




The members shall serve until their resignation, retirement or removal by the Board or until their successors shall be appointed and qualify.  No member of the Committee shall be removed or replaced except by majority vote of the full Board.




A member shall promptly notify the Committee and the Board if the member is no longer an Independent Director and such member shall be removed from the Committee unless the Board determines that an exception to the Independent Director requirement is available under the Nasdaq rules with respect to such member’s continued membership on the Committee and should be made.




Meetings and Procedures




The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter.





The Committee shall meet at least two times annually and more frequently as circumstances require, one of which shall be an Annual Meeting.





The Chair of the Committee or a majority of the members of the Committee may call special meetings of the Committee.





The Chair, in consultation with other members of the Committee shall set the length of each meeting and the agenda of items to be addressed at each meeting and shall circulate the agenda to each member of the Committee in advance of each meeting (at least three days in advance in the case of the annual meeting).





A majority of the members of the Committee shall constitute a quorum.





The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.



The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee and/or provide such pertinent information as the Committee requests.





Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting.





The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.





Responsibilities and Duties




The Committee shall have the following duties and responsibilities:











Assess Board Membership Needs and Approve Board Nominees






Determine what types of backgrounds are needed to help strengthen and balance the Board.







Conduct background and qualifications checks respecting such persons as it wishes to approve as nominees to recommend to either shareholders as candidates or to the Board to fill vacancies.







Conduct director evaluations prior to renomination for election.







Approve the slate of nominees of directors to be proposed for election by the shareholders and to be considered by the Board to fill vacancies. 







Make Recommendations Regarding Committee Memberships






To recommend to the Board those directors to be selected for membership on the various Board committees. 







Corporate Governance






Board Compensation






Determine director and committee member/chair compensation for those directors who are not also salaried officers of the Company.







Implement Policies Regarding Corporate Governance Matters






Recommend to the Board policies to enhance the Board’s effectiveness, including with respect to the distribution of information to Board members, the size and composition of the Board, and the frequency and structure of Board meetings.







Develop and review periodically, and at least annually, the corporate governance policies of the Company to ensure that they are appropriate for the Company and comply with applicable laws, regulations and listing standards, and to recommend any desirable changes to the Board.







Maintain the Company’s Code of Business Conduct and Ethics for directors, officers and employees.




Appoint an Ethics Officer to establish and maintain compliance with the Company’s Code of Business Conduct and Ethics and obtain an annual report of the Ethics Officer.







Consider any other corporate governance issues that arise from time to time, and to develop appropriate recommendations for the Board.







Be involved with management in reviewing director and officer insurance needs and the means of satisfying them.







Perform such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board.







Evaluation of the Board and Management






Sponsor and oversee performance evaluations for the Board as a whole, the directors and management (executive officers).







Maintain an orientation program for new directors and continuing education programs for directors.






Performance Evaluation





Review the Committee’s performance annually.







Report regularly to the Board.







Review and reassess the adequacy of this Charter annually and recommend to the Board any appropriate changes.






Investigations and Studies; Outside Advisors





The Committee may conduct or authorize investigations into or studies of matters within the scope of the Committee’s duties and responsibilities, and may retain, at the Company’s expense, such experts and other professionals as it deems necessary.







The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms, such fees to be borne by the Company.