2003 Other Charter: HD

I. Purpose

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.

II. Composition

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.

III. Meetings

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:
Review from time to time and approve policies of the Company related to human resources and labor and employment matters and ensure that such policies support the Company's objectives and stockholder interests.


Review from time to time reports and presentations regarding Human Resources reviews, succession planning, executive development, staffing, training, performance management, career development and labor and employment matters.


Review programs and initiatives implemented by management to ensure that they are consistent with the Company's stated human resources strategy.


Oversee compliance with any orders or consent decrees from employment-related litigation or government agency actions.


Oversee the practices and procedures established to ensure compliance with all applicable employment-related laws and regulations, including those related to being a federal or state government contractor.


Undertake studies and make recommendations to the Board, as the Board or the Committee may deem appropriate, with respect to the Company's human resources initiatives and compliance practices.


If appropriate, retain experts in the field of labor, employment and human resources to assist the Committee with its reviews.


Retain, in the Committee's sole authority and discretion and at the Company's expense, independent or outside counsel to advise the Committee in connection with any of its activities, as the Committee determines necessary to carry out its duties.


Perform any other activities consistent with this Charter, the Company's By-laws and applicable law, as the Committee deems appropriate or as requested by the Board.