Nominating and Corporate Governance Committee Charter
Amended and Restated as of 02.02.16
The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Activision Blizzard, Inc. (the “Company”) to (1) identify and to recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board; (2) advise the Board with respect to the Board composition, committees and procedures; (3) oversee the evaluation of the Board; and (4) to provide oversight of the corporate governance affairs of the Board and the Company. Such activities shall be conducted in a manner consistent with the Company’s certificate of incorporation (as amended from time to time, the “Certificate of Incorporation”) and the Company’s bylaws (as amended from time to time, the “Bylaws”).
The Committee shall consist of at least two directors.
Committee members shall be appointed and replaced by the Board on the recommendation of the Committee. The Board shall designate a Committee chairperson.
Any vacancy on the Committee shall be filled by a majority vote of the Board. No Committee member shall be removed except by a majority vote of the Board.
The Committee shall meet in person or telephonically as often as it determines necessary to carry out its authority and responsibilities, but at least twice per year.
The chairperson of the Committee shall, in consultation with the other Committee members and members of management, be responsible for calling meetings of the Committee, establishing meeting agendas and supervising the meetings. Any Committee member may, by written request, call a meeting of the Committee at any time. Additionally, any Committee member may submit items to be included in the agenda for, and may raise subjects that are not on the agenda at, any meeting.
Unless provided otherwise by law, this Charter, the Company’s Certificate of Incorporation or the Bylaws, a majority of Committee members present shall constitute a quorum and the vote of a majority of Committee members present at a meeting at which there is a quorum is necessary to constitute the act of such committee. The Committee may also take action by unanimous written consent. No action by the Committee, however, shall be valid unless taken at a meeting for which adequate notice has been given or duly waived by Committee members.
The Committee, in its discretion, may ask members of management or others to attend and participate in its meetings.
The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole. The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.
A. Board Candidates and Nominees
The Committee shall have the following authority and responsibilities with respect to Board candidates and nominees:
1. To assist in identifying and recruiting director nominees for election by the stockholders or appointment by the Board, as the case may be, including persons suggested by stockholders or others.
2. To review the background and qualifications of individuals being considered as director candidates. Among the qualifications considered in the selection of candidates, the Committee shall look at the following attributes and criteria of candidates: experience, knowledge, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, independence and such other relevant factors that the Committee considers appropriate in the context of the needs of the Board.
3. To review the suitability for continued service as a director of each Board member (A) at the time of annual nomination for re-election and (B) in the event that (i) an employee director’s employment with the Company is terminated for any reason, (ii) a non-employee director changes his or her primary job responsibility in effect at the time such director was most recently elected to the Board, (iii) a director offers his or her resignation after failing to receive more votes cast “for” than “against” his or her re-election or (iv) other change in status that makes termination of service desirable or in the best interest of the Company.
4. To evaluate and approve, in accordance with Company policy, requests from directors who seek board memberships at other publicly held companies, provided that no director shall serve on more than four other boards of publicly held companies, and provided further that directors who are members of management shall also seek such approval from the Board.
Further, in accordance with the NASDAQ Marketplace Rules, if, at any time, one or more members of the Committee are not “independent” in accordance with the NASDAQ Marketplace Rules, then director nominees shall be selected by a vote of the Board in which only “independent” directors participate and such nominees must receive majority support in such vote, rather than be selected by the Committee.
B. Board Composition and Procedures
The Committee shall have the following authority and responsibilities with respect to the composition and procedures of the Board as a whole:
1. To evaluate periodically the size of the Board and recommend to the Board any appropriate increase or decrease.
2. To review annually with the Board the composition of the Board as a whole and to recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, skills and expertise, contains at least the minimum number of independent directors required by the NASDAQ Marketplace Rules and otherwise complies with any applicable requirements that the Board deems necessary or appropriate.
3. To make recommendations concerning any other aspect of these procedures.
C. Board Committees
The Committee shall have the following authority and responsibilities with respect to the committee structure of the Board:
1. To make recommendations to the Board regarding the size and composition of each standing committee of the Board, including the identification of individuals qualified to serve as members of a committee, including the Committee, and to recommend individual directors to fill any vacancy that might occur on a committee, including the Committee.
2. To review periodically committee assignments and report any recommendations to the Board.
3. To recommend that the Board establish committees as desirable or necessary in order to address ethical, legal or other matters. The Committee’s power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time.
D. Corporate Governance
The Committee shall have the following authority and responsibilities with respect to corporate governance:
1. To review and recommend to the Board changes to the Certificate of Incorporation and Bylaws as they relate to corporate governance matters; and
2. To consider any other corporate governance issues that arise and to develop appropriate recommendations for the Board, including, without limitation, reviewing and assessing the adequacy of the Corporate Governance Principles and Policies.
E. Evaluation of the Board
The Committee shall have the following authority and responsibilities with respect to evaluation of the Board:
1. To oversee the evaluation of the Board as a whole.
2. To receive comments from all directors and evaluate and report annually to the Board on the performance and effectiveness of the Board, to be discussed with the full Board following the end of each fiscal year.
3. To prepare, for the Board’s review and approval, Board and director assessment methods and criteria, taking the view of the Chief Executive Officer, the Chairman, the Co-Chairman, if any, and the lead independent director, if any, into consideration.
F. Evaluate Stockholders’ Nominees
The Committee shall review the qualifications of, and make recommendations to the Board regarding independent director candidates submitted to the Company by stockholders, and review and evaluate any stockholder proposals relating to the nomination by stockholders of any candidates to the Board or the right of any stockholder to do so.
G. Shareholder Approvals
The Committee shall determine the appropriate engagement with shareholder groups and proxy advisory firms on the Company’s submissions to shareholders. In the case of matters relating to executive compensation, this shall be done in conjunction with the Compensation Committee of the Board.
H. Perform Additional Duties
The Committee shall perform such additional activities, and consider such other matters, within the scope of its responsibilities as the Committee or the Board deems necessary or appropriate.
The Committee shall annually conduct, and review with the Board, an evaluation of its performance. The Committee may conduct this performance evaluation in such manner as the Committee, in its business judgment, deems appropriate.
The Committee shall annually review and assess the adequacy of this Charter.
The Committee shall have the resources and authority to appropriately discharge its duties and responsibilities without seeking the approval of the Board or management. In particular, the Committee may:
A. conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities,
B. retain, at the Company’s expense, independent counsel or other consultants or advisors as it deems appropriate, and
C. incur ordinary administrative expenses as the Committee deems necessary or appropriate in carrying out its duties.
Without limiting the generality of the foregoing, the Committee shall have the sole authority to retain or terminate any search firm used to identify director candidates, including the sole authority to approve or disapprove the fees sought by such search firm (such fees to be borne by the Company) and other retention terms. The Committee shall notify the Board that it has retained or terminated a search firm at the next Board meeting following any such retention or termination.
If any term of this Charter conflicts with any term of the Certificate of Incorporation or the Bylaws, the terms of the Certificate of Incorporation or the Bylaws, as the case may be, shall control.