NIKE, Inc.'s Board of Directors is responsible for corporate governance in compliance with the U.S. Sarbanes-Oxley Act and other laws, and representing the interests of our shareholders. As of November 19, 2009, the board was composed of 13 members, 11 of whom are considered independent, non-executive directors under the listing standards of the New York Stock Exchange. For a full description of the Board membership, oversight and activity, please refer to Corporate Governance Guidelines.
The Corporate Responsibility Committee of the Board of Directors was established in 2001 to review significant policies and activities and make recommendations regarding labor and environmental practices, community affairs, charitable and foundation activities, diversity and equal opportunity, and environmental and sustainability initiatives. Either the company chairman or the chief executive officer attends the Corporate Responsibility Committee meetings. The Committee met three times each year to review strategies and plans for corporate responsibility in FY07-09. Beginning in FY10, it will meet four times each year.
As of May 31, 2009, members of the Corporate Responsibility Committee of the Board were:
Board member Jeanne Jackson, who also served on the CR Committee, stepped down from the Board in late FY09 to become an executive of NIKE, Inc.
In FY09, the role of Sustainable Business and Innovation vice president became part of the Nike, Inc. Strategic Leadership Team, chaired by CEO Mark Parker. This team is responsible for directing NIKE, Inc.'s mid- and long-term strategy.
For detail about management of CR issues within the organization, including executive ownership, Business Leadership Team and integration of CR at the operational level see http://www.nikebiz.com/responsibility/cr_governance.html. Details regarding the linkages between compensation of Board members, senior managers and executives and CR performance are described in our annual Proxy Statement, accessible at nikebiz.com.
Detail regarding employee and shareholder communication with the Board is in our annual Proxy Statement filed with the SEC. In addition, the process for submitting shareholder resolutions is described in the proxy statement, or Bylaws, and also under SEC Rule 14a-8. These are accessible at nikebiz.com and at the SEC web site.