2003 Other Charter: HD
The primary purpose of the Human Resources Committee (the "Committee") of the Board of Directors (the "Board") is to establish the policies of The Home Depot, Inc. (the "Company") related to human resources and employment matters and to review the practices and key initiatives of the Company related to these areas.
The Committee shall consist of not less than three directors. The members of the Committee shall be elected by the Board annually and shall serve until their successors shall be duly elected and qualified. Unless a Chair of the Committee is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. All vacancies in the Committee shall be filled by the Board.
The Committee shall generally meet four times during each fiscal year or as circumstances dictate. Meetings of the Committee may be called by the Chief Executive Officer of the Company, the Chair of the Committee or any two or more members of the Committee. A majority of the Committee shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting, at which a quorum is present, shall be the act of the Committee. The Committee may also act by unanimous written consent. The Committee may delegate authority to act upon specific matters within determined parameters to a subcommittee consisting of one or more members, consistent with applicable law. Any such subcommittee shall report any action to the full Committee at its next meeting. The Committee shall keep a record of its actions and proceedings and make a report thereof from time to time to the Board.
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IV. Duties and Responsibilities
The Committee shall have the power and responsibility to: