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The Procter & Gamble Company Board of Directors
Committee Charters Appendix
Each Committee of The Procter & Gamble Company Board of Directors has its own Charter. This Appendix describes certain items that are applicable to all the Charters—Committee member qualifications; Committee member appointment and removal; Committee structure and operations; and Committee reporting to the Board.
- Committee Member Qualifications. To be a member of a Board Committee, a Board member must meet the following requirements.
- S/he must have, or obtain within a reasonable period of time after his/her appointment to the Committee, familiarity with the key issues relevant to the work of the Committee;
- For the Audit, Compensation & Leadership Development and Governance & Public Responsibility Committees, s/he must be independent as determined by the Board in accordance with applicable listing standards and legislation (in accordance with the Company’s Corporate Governance Guidelines, each of the other Committees must have at least one (1) member who is independent); and
- For the Audit Committee:
- S/he and members of his/her immediate family and entities of which s/he is a partner, member, officer, director or significant (greater than 10%) shareholder must not receive any compensation from the Company, except for his/her director’s fees (prohibited compensation includes fees paid for accounting, consulting, legal, investment banking or financial advisory services);
- S/he must not be the beneficial owner, directly or indirectly, of more than ten percent (10%) of any class of the Company’s voting equity securities, or be an executive officer of the Company;
- S/he must not be serving simultaneously on the audit committees of more than two (2) other companies, unless the Board determines that such service will not impair his/her ability to serve on the Company’s Audit Committee; and
- S/he must be financially literate, as determined by the Board, or must become financially literate.
- Committee Member Appointment and Removal.
- Appointment. At the first meeting of the Board following the annual meeting of shareholders the Board will, by resolution, designate an Audit, Compensation & Leadership Development, Governance & Public Responsibility, and Innovation & Technology Committee of the Board, each consisting of not fewer than three (3) members. The Board may also appoint additional members from time to time throughout the year.
- Removal. The Board may remove a member from the Committee at any time; provided, however, that if removing a member or members of the Committee would cause the Committee to have fewer than three (3) members, then the Board must at the same time appoint enough additional members to the Committee so that the Committee will have at least three (3) qualified members.
- Committee Structure and Operations.
- Appointment of Chair. At the time the Board appoints members of the Committee, the Board will also appoint one of the members to act as Chair of the Committee. In addition to chairing meetings of the Committee, the Chair will be the liaison to Company management, and will be responsible for setting the agenda for meetings, reporting to the Board as described in Item IV below, and will be available to answer questions at annual meetings of shareholders. The Chair may temporarily delegate his or her responsibilities if s/he is not available to perform them.
- Removal of Chair. The Chair may be removed by the Board at any time, provided that a new Chair is appointed by the Board at the same time.
- Quorum. A majority of the Committee will constitute a quorum.
- Voting. Each member of the Committee will have one vote.
- Required Vote. Action may be taken with the approval of a majority of the Committee present at a duly constituted meeting. Actions may be taken without a meeting with the affirmative vote or approval of all members of the Committee.
- Delegation. Except where otherwise prohibited, the Committee may delegate to a subcommittee or to the Chair the right to hear and determine any issue (whether specific or general) on behalf of the whole Committee, and the Committee may also delegate administrative tasks to employees of the Company; provided, however, that no such delegation can alter the fundamental duties and responsibilities of the Committee.
- Meetings.
- Frequency. Unless the particular Committee determines that fewer meetings are required in a particular year, the Governance & Public Responsibility, and Innovation & Technology Committees will meet at least two (2) times per year; and the Audit and Compensation & Leadership Development Committees will meet at least four (4) times per year.
- Calling of Meetings. The Committee will meet at the request of any member of the Committee, at the time specified in the request.
- Form of Meetings. Meetings may be in person or by telephone or other form of interactive real time electronic communication.
- Notice of Meetings. Notice of meetings will be given to each member, normally at least one day before the meeting. Any meeting at which all members are present will be a duly called meeting, whether or not notice was given.
- Participation in Meetings. The Committee may include in its meetings members of the Company’s management, other members of the Board, or third parties; provided, however, that at least once per year the Audit and Compensation & Leadership Development Committees will meet, without the Chief Executive or other employees of the Company present, to discuss any matters that the Committee deems appropriate.
- Committee Reporting to the Board. . At the next meeting of the Board after any Committee meeting, the Chair or his/her nominee will provide the Board with a report on the matters addressed at the Committee meeting.
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