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.
Accordingly, the Nominating and Corporate Governance Committee seeks to
include, and has any search firm that it engages seek to include, women,
individuals from underrepresented racial/ethnic groups, and individuals who
identify as LGBTQ+ in the pool from which the Committee selects qualified
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; international business
experience; and business and professional experience in fields such as retail,
operations, technology, finance/accounting, product development, intellectual
property, law, multimedia entertainment and 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. The Board believes that directors who are executive
officers of public companies should not serve on more than two public company
boards (including the Board of Directors of the Company) at a time, and that
other directors should not serve on more than three public company boards
(including the Board of Directors of the Company). The Nominating and
Corporate Governance Committee of the Board may, however, make exceptions to
this standard as it deems appropriate and in the interest of the Company’s
shareholders. 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.