Selection of Candidates for Board Membership
The full Board, on the recommendation of the Nominating and Corporate Governance Committee, nominates candidates for election to the Board. In selecting candidates for recommendation to the Board, the Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate's qualifications and skills in the context of the needs of the Company at that point in time with a view to creating a Board with a diversity of experience and perspectives, including diversity with respect to race, gender, geography, and areas of expertise. Accordingly, the Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women and minority candidates in the pool from which the Committee selects director candidates. Among the qualifications and skills of a candidate considered important by the Nominating and Corporate Governance Committee are a commitment to representing the long-term interests of the shareowners; customer experience skills; internet savvy; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; human capital management; personal and professional ethics, integrity and values; practical wisdom and sound judgment; and business and professional experience in fields such as operations, technology, finance/accounting, or marketing.
Lead Director
The independent directors, on the recommendation of the Nominating and Corporate Governance Committee, will appoint an independent director to serve as lead director. The lead director is elected for a two year term, unless he or she no longer serves as a director, and may not serve more than two consecutive terms. The lead director (i) presides at the executive sessions of independent directors, (ii) chairs Board meetings in the Chair's absence, (iii) works with management and the independent directors to approve the agendas, schedules and materials for Board meetings, and (iv) is available to engage directly with major shareowners where appropriate.
Directors Who Change Their Present Job Responsibility
The Board believes that directors who retire or change from the position they held when they came on the Board should not necessarily leave the Board. The Nominating and Corporate Governance Committee will, however, review the continued appropriateness of service under the circumstances, including a review of the ability of such director to give independent advice to Amazon.com and to fully meet the responsibilities of a director. Each director will immediately inform the Chairman of the Nominating and Corporate Governance Committee of any new position. The Board believes that directors who are also employees of Amazon.com should retire from the Board at the same time they relinquish their corporate officer title, unless the Board requests that such director continue.
Stock Ownership
Each non-employee director shall hold Company shares equal to at least three times the director's annual compensation, as measured by the number of shares scheduled to vest annually, on a pro rata basis, under the director's most recent restricted stock unit award. This ownership level shall be achieved by the latest of January 1, 2015, the fifth anniversary of a director's initial election to the Board, and three years of vesting under the director's most recent restricted stock unit award. The Nominating and Corporate Governance Committee may make exceptions for individual directors based on financial hardship.
Priority of Board Duties
Each Board member will ensure that other existing and planned future commitments, including employment responsibilities and service on the boards of directors of other entities, do not materially interfere with the member's service as a director. Each director is expected to make reasonable efforts to attend Board meetings, meetings of Committees of which such director is a member, and the Annual Meeting of Shareholders.