Nominating & Corporate Governance

Nominating & Corporate Governance Charter

Committee Members

• Jeffery H. Boyd, Chair
• Gerard J. Arpey
• Paula A. Santilli
• Caryn Seidman-Becker

Nominating & Corporate Governance Committee Charter

• I. Purpose
• II. Composition
• III. Meetings
• IV. Powers, Duties and Responsibilities

I. Purpose

The primary purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of The Home Depot, Inc. (the “Company”) is to: (a) develop and implement policies and procedures that are intended to ensure that the Board will be appropriately constituted and organized to meet its fiduciary obligations to the Company and its stockholders; (b) identify individuals qualified to become members of the Board, and to select, or to recommend that the Board select, the director nominees for the next annual meeting of shareholders; and (c) develop and recommend to the Board a set of corporate governance principles applicable to the Company. In accomplishing this purpose, the Committee evaluates the current composition and governance of the Board and makes recommendations with regard thereto, makes recommendations concerning the qualifications and retirement policies for Board members, proposes nominees for election to the Board, administers a Board evaluation process, and oversees the Company’s governance practices, including governance of corporate social responsibility and environmental efforts, and makes recommendations on specific issues.

II. Composition

The Committee shall be comprised of three or more directors, as determined by the Board, all of whom shall be independent as determined by the Board pursuant to the standards set forth in Exhibit A of the Company’s Corporate Governance Guidelines.

Each member of the Committee shall be elected by the Board annually and serve until the earlier to occur of her or his resignation or removal or the election and qualification of such member’s successor. Unless a Chair of the Committee is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. Any member of the Committee may be removed with or without cause by a majority of the Board. All vacancies in the Committee shall be filled by the Board.

III. Meetings

The Committee shall meet at least four times each fiscal year and at such other times as it deems necessary to fulfill its responsibilities. Meetings of the Committee may be called by the Chief Executive Officer of the Company, the Chair of the Committee or any two or more members of the Committee. A majority of the Committee shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting, at which a quorum is present, shall be the act of the Committee. The Committee may also act by unanimous written consent. The Committee may delegate authority to act upon specific matters within determined parameters to a subcommittee consisting of one or more members, consistent with applicable law. Any such subcommittee shall report any action to the full Committee at its next meeting. The Committee shall keep a record of its actions and proceedings and make a report thereof from time to time to the Board.

IV. Powers, Duties and Responsibilities

The Committee shall have the power, duty and responsibility to:

1. Evaluate, review with management and make recommendations to the Board regarding the overall effectiveness of the organization of the Board, the conduct of its business and the relationship between the Board and management.
2. Develop, set and maintain the Company’s corporate governance principles.
3. Provide oversight of and make recommendations to the Board regarding the Company’s governance practices, including governance of corporate social responsibility and environmental efforts, including issues raised by shareholder proposals.
4. Identify and bring to the attention of the Board and management current and emerging corporate governance trends, issues and best practices that may affect the business operations, performance or public image of the Company.
5. Review and make recommendations to the Board regarding the composition and organization of the Board, including its size, qualifications of directors and any retirement or tenure policies applicable to directors.
6. Review and make recommendations to the Board regarding the nature and duties of Board committees, including evaluation of their charters, duties and powers and criteria for membership.
7. Make recommendations to the Board regarding appointments to Board committees and election of committee chairs, including rotation, reassignment or removal of any committee member.
8. Identify and recommend to the Board, based on criteria established by the Committee or required by the Board, qualified persons to be nominated for election or re-election to the Board and consider suggestions for Board memberships submitted by stockholders in accordance with the Company’s By-Laws.
9. Aid in attracting qualified candidates to serve on the Board.
10. Work with the Board of Directors and each standing committee of the Board to establish and maintain a process for the annual evaluation of the performance of the Board and each Committee, including an annual interview with each director. Pursuant to such process, the Committee shall conduct an annual evaluation of its own performance.
11. Recommend to the Board removal of a director, where appropriate.
12. Oversee and review on a periodic basis the continuing education program for directors and the orientation program for new directors.
13. Provide oversight of the Company’s policies and practices regarding political expenditures, including an annual review of the Company’s political activity policy, corporate political contributions, and trade association dues and payments.
14. Review and approve or ratify (where permitted under applicable stock exchange listing standards) all related person transactions required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended. The Committee, however, shall not be required to review and approve or ratify employment, compensation or similar arrangements between the Company and the Board of Directors or between the Company and executive officers.
15. Retain and terminate, in the Committee’s sole discretion and authority, any search firm it deems necessary to be used to identify director candidates, including sole authority to approve such search firm’s fees and other retention terms.
16. Retain, in the Committee’s sole authority and discretion and at the Company’s expense, independent or outside counsel to advise the Committee in connection with any of its activities, as the Committee determines necessary to carry out its duties.
17. Periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
18. Perform any other activities consistent with this Charter, the Company’s By-Laws and applicable law, as the Committee deems appropriate or as requested by the Board.