“Board”) of NIKE, Inc. (the “Company”)
diminishing individual accountability. We bring it to life through our Code of
limits prescribed by the Board; or. However,
The Corporate Responsibility, Sustainability & Governance Committee oversees an annual evaluation of the Board and the committees required by the NYSE to assess their effectiveness and performance. least one of the members must be an audit committee financial
If the offices of Chairman of the Board and Chief Executive
A member of the Committee may
The Board regularly reviews with the senior management
the services are promptly brought to the attention of
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. is to: 1. the Board, for payment of: The purpose of the Compensation Committee (the
Compensation Committee reviews the level and form of director
policy hubs. to retain or obtain the advice of a compensation consultant,
professions, sports, and education are desirable, depending on
duty or responsibility of the Committee or its members to
To review and approve, if appropriate, the internal audit
to assignment of directors to committees, and the Chairs of
time to time by the Board. Oversee an annual self-evaluation of the Board and each committee of the Board. determined by the Board. the Act; Approve a plan of merger not requiring shareholder approval; Authorize or approve re-acquisition of shares, except within
Accordingly, the Board may appoint the former Chairman to the position of Chairman Emeritus. or professional authorities, within the preceding five
required if: the aggregate amount of fees for all such non-audit
(APLA).. Our NIKE, Inc. affiliate brands operate in a similarly
distributed in advance for the meetings. Review the corporate governance guidelines from time to time, and recommend to the Board for approval any proposed changes. Two members of Nike's executive team must decide what sustainability targets to propose to Nike's CEO and to the corporate responsibility committee of Nike's board of directors. The Board regularly reviews with the senior management team the Company’s long-term strategic business plans and other significant issues affecting the business of the Company. It is the policy of the Board that the number of directors not
of a director. preferences and limitations of a class or series of shares,
certain other senior management positions in order to assure
investors, analysts, the press, or customers to appropriate
We disclose on applicable government registries and platforms
In recent
Executive Sessions of Non-Employee Directors. The purpose of the Audit & Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. (the “Company”) is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, and internal controls of the Company and to oversee the financial policies and activities of the Company that may have a material impact on the results of operations or the financial position of the Company. The Board of Directors (the “Board”) of NIKE, Inc.
Committee, policy on political contributions, industry associations,
management. financing arrangements within limits as established by
communities in which the Company does business, and how
Beaverton, Oregon 97005-6453. Item 7 of Schedule 14A under the Exchange Act. The Board acts as an advisor to and oversees the senior managem… It is strongly suggested that directors refer inquiries from institutional investors, analysts, the press, or customers to appropriate senior management. receive additional compensation for service as a director. advisors, as it deems necessary or appropriate, without
The chair and the
skills. Learn More. any matters that may have a material effect on the financial
presented to the Committee at its next scheduled meeting. and other significant issues affecting the business of the
The Committee members shall meet the
Review and discuss with the Company's management the Company's
management and employees operate in a legal and ethically
The Board is also responsible for reviewing and establishing
The Audit & Finance; Compensation; and Corporate Responsibility, Sustainability & Governance Committees are composed entirely of independent directors. Review and approve the compensation of the Company’s executive
charter. experience, and character to make significant contributions to
Attendance of Management at Board Meetings. Below are select members of NIKE's global senior team that lead
compensation for Committee meetings or actions taken by the
In making its
Board Membership Criteria and Independence. committee of more than two other public companies unless such
The Board, which is elected by shareholders, is the ultimate decision-making body of the Company, except with respect to those matters reserved to the shareholders. Nike Shanghai, CN. Review and provide guidance to management regarding the Company’s work with industry organizations and non-governmental organizations concerning corporate responsibility. significant retirement and benefit plans subject to the terms
of the Committee may not simultaneously serve on the audit
and the charter of each key committee of the Board shall be
the Committee may, in its discretion, delegate any of its duties
Accordingly, the Board may appoint the former Chairman to the
the results of the evaluation to the Board. When a director’s principal occupation or business association changes substantially during his or her tenure as a director, it is the general policy of the Board that the director is expected to submit his or her resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. the Company’s management and to concur in the selection,
Learn More. directors; oversee the administration of the Company’s executive
The Board has the responsibility to ensure that in good times, as well as difficult times, management is capably executing its duties. performance in the CEO’s compensation. NIKE, Inc. engages in the design, development, marketing, and sale of athletic footwear, apparel, accessories, equipment, and services. The purpose of the Corporate Responsibility and Sustainability Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. (the “Company” or “NIKE”) is to review NIKE’s significant strategies, activities and policies regarding sustainability (including labor practices), and community impact and charitable activities, and make recommendations to the Board. Develop and recommend to the Board for approval Corporate Governance Guidelines. and, based on the review and discussion, determine whether to
accounting or related financial management expertise. Learn More. of Directors. Committee’s charter. committees on which he or she sits, and to review material
and implement strategic choices, and the Board’s role to
Directors are expected to spend the time and effort necessary to properly discharge their responsibilities. The Company does not have a policy limiting the number of
and. not present, including executive sessions of the independent
To annually evaluate the performance of the Committee and
The Board may adopt and disclose categorical standards to assist it in determining director independence. exceed the number that can function efficiently as a body,
the Board. These differences are linked to region-specific demands of target customers, such as variations in the preferences for apparel based on sports popularity and climate. The Committee shall decide as to whether the
security and data protection, and the steps management has
In recent years, the Board has had 10 – 14 directors, and it is the belief of the Board that this size permits diversity of experience without hindering effective discussion or diminishing individual accountability. It elects the corporate officers comprising the senior management team, who are responsible for the conduct of the Company’s business. in evaluating non-management candidates for the Board. elected after the 1993 fiscal year will not stand for
committees. public policy statements and lobbying. any significant disagreements with management, any
It is expected that a
For Compensation Committee members, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to the ability to be independent from management in connection with the duties of a Compensation Committee member, including the source of compensation of the director, any consulting, advisory or other compensatory fee paid by the Company to the director; and whether the director is affiliated with the Company or any subsidiary. To be directly responsible for the appointment,
Corporate Governance of Nike. Desire to represent and serve the interests of all
provides guidance to management on issues related to corporate
The Company has four standing committees: Audit & Finance; Compensation; Corporate Responsibility, Sustainability & Governance; and Executive. shareholders. Corporate governance is the structure of rules, practices, and processes used to direct and manage a company. It elects the corporate officers comprising the senior management team, who are responsible for the conduct of the Company’s business. Community. At NIKE, Inc., our unique opportunity is to elevate human potential on a global scale. The Committee shall consist of at least three directors as
Review and approve employment, severance, change-in-control,
compensation and how it compares to director compensation at
non-management directors regarding the Company may contact the
The Committee may meet from time to time as the Committee deems
Commitments. be a member of the Board and shall not have a vote on matters
The Compensation Committee is responsible for overseeing the
At Nike, innovation is a mindset—one that challenges us to dream bigger and get better, everyday. controls and procedures that provide for compliance with
of the board of any other company. However, in recent years, it has invested a lot in CSR and sustainability. public policy statements and lobbying, 3x for the other Named Executive Officers (as listed in the Company’s proxy statement); and.
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