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CHARTER OF THE GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS1
The Governance and Nominating Committee is a committee of, and reports to,
the Board of Directors of The Walt Disney Company. Through this Charter, the
Board delegates certain responsibilities to the Committee to assist the Board
in the fulfillment of its duties to the Company and its shareholders.
Authority. The Committee shall be given the resources and
assistance necessary to discharge its responsibilities, including unrestricted
access to Company personnel and documents. The Committee shall also have authority,
in consultation with the Chairman of the Board, to engage outside advisers
as it deems necessary or appropriate. The Committee shall have sole authority
to retain and 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.
Membership. The Committee shall consist of three or more
Directors, who shall be appointed annually, and subject to removal at any time,
by the Board of Directors. Each Committee member shall meet the independence
standards set forth in the New York Stock Exchange listing
standards and the Company’s Corporate Governance Guidelines. Each
Committee member shall serve until his or her Committee service is terminated
by the Board.
Procedures. The Committee shall hold at least two regular
meetings each year, and such special meetings as may be required. Meetings
may be called by the Chair of the Committee or the Chairman of the Board. The
presence in person or by telephone of two members shall constitute a quorum.
Meetings may be held at any time, any place and in any manner permitted by
applicable law and the Company’s Bylaws. Minutes of the Committee’s
meetings shall be kept. To the extent practicable, the meeting agenda, draft
minutes from the prior meeting and supporting materials shall be provided to
Committee members prior to each meeting to allow time for review. The Committee
shall have authority to create and delegate specific tasks to such standing
or ad hoc subcommittees as it may determine to be necessary or appropriate
for the discharge of its responsibilities. The results of the meetings shall
be reported to the full Board.
Responsibilities . The Committee’s responsibilities
shall be:
(a) to monitor the implementation and operation of the Company’s Corporate
Governance Guidelines;
(b) to review from time to time the adequacy of
the Corporate Governance
Guidelines in light of broadly accepted practices of corporate governance,
emerging governance issues and market and regulatory expectations, and
to advise and make recommendations to the Board with respect to appropriate
modifications;
(c) to identify and review measures to strengthen the operation
of the Corporate
Governance Guidelines, and to advise the Board with respect thereto;
(d) to prepare and supervise the implementation of the Board’s annual
reviews of (i) director independence and (ii) the Board’s performance,
as contemplated by the Corporate Governance Guidelines;
(e) to identify,
review and evaluate candidates for election as Director who meet the standards
set forth in the Corporate Governance Guidelines,
including such inquiries as the Committee deems appropriate into the background
and qualifications of candidates and interviews with potential candidates
to determine their qualification and interest, and to recommend
to the Board of Directors nominees for any election
of directors in compliance with the Corporate Governance Guidelines (including
the policy that a substantial majority of Directors be independent of the
Company and of the Company’s management);
(f) to advise the Board with
respect to such other matters relating to the governance of the Company as
the Committee may from time to time approve, including changes to terms or
scope of this Charter and the Committee’s
overall responsibilities; and
(g) to carry out such other tasks as the Board
may from time to time delegate to the Committee for action consistent with
this Charter.
Annual Performance Review. The Committee shall conduct
an annual evaluation of its performance in carrying out its responsibilities
hereunder.
1 As amended and restated by the Board
of Directors on October 1, 2007.
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