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Nominating and Corporate Governance Committee

Nominating and Corporate Governance Committee Charter

Organization and Membership

This charter governs the operations of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors of Amazon.com, Inc. (the "Board"). The Committee is appointed by the Board and consists of at least two Directors, each of whom will meet The Nasdaq Stock Market LLC ("Nasdaq") requirements with respect to independence as determined by the Board. The Committee reviews this charter periodically and recommends appropriate changes to the Board.

Statement of Purpose

The purpose of the Committee is to:

  • Review and assess the composition and compensation of the Board,
  • Assist in identifying potential new candidates for Director,
  • Recommend candidates for election as Directors, and
  • Oversee the Company’s environmental, social, and corporate governance policies and initiatives.

Among its specific duties and responsibilities, the Committee performs the following, to the extent it deems necessary and appropriate, consistent with and subject to applicable laws, as well as rules and regulations promulgated by the SEC, Nasdaq or other regulatory authorities.

Review and Assess the Composition and Compensation of the Board Assist in Identifying Potential New Candidates for Director Recommend Candidates for Election as Directors Oversee the Company’s Environmental, Social, and Corporate Governance Policies and Initiatives
Review and Assess the Composition and Compensation of the Board
  1. The Committee recommends to the Board assignments of committee members and chairs for each committee.
  2. The Committee reviews the qualifications of Directors for continued service on the Board.
  3. The Committee recommends to the independent directors an independent director for appointment to serve as lead director pursuant to the Corporate Governance Guidelines.
  4. The Committee assists the Board in the annual CEO and Director self-evaluations.
  5. The Committee recommends compensation for newly-elected Directors and reviews Director compensation as necessary.
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Assist in Identifying Potential New Candidates for Director
  1. The Committee develops and recommends to the Board criteria to identify and evaluate prospective candidates for Director.
  2. The Committee develops and periodically reviews the policy for Director candidates recommended by the Company's shareholders.
  3. The Committee identifies and reviews the qualifications of candidates for Director.
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Recommend Candidates for Election as Directors
  1. The Committee recommends to the Board candidates for election or reelection as Directors at each annual meeting of stockholders and recommends candidates to be elected by the Board as necessary to fill vacancies and newly created Directorships.
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Oversee the Company’s Environmental, Social, and Corporate Governance Policies and Initiatives
  1. The Committee oversees and monitors the Company’s environmental and sustainability policies and initiatives, including the Company’s progress on The Climate Pledge, and risks related to the Company’s operations, supply chain, and customer engagement.
  2. The Committee oversees and monitors the Company’s policies and initiatives relating to corporate social responsibility, including human rights and ethical business practices, and risks related to the Company’s operations and engagement with customers, suppliers, and communities, other than with respect to human capital management matters, which are overseen by the Leadership Development and Compensation Committee, and compliance and controls matters, which are overseen by the Audit Committee.
  3. The Committee oversees the Company’s corporate governance initiatives and periodically considers, and reports to the Board on, corporate governance policies. In connection with this responsibility, the Committee develops and periodically reviews the Corporate Governance Guidelines and recommends changes to the Board.
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