This Corporate Governance Committee Charter (this “Charter”) has been
adopted by the Board of Directors (the “Board”) of Take-Two Interactive
Software, Inc. (the “Company”).
The purpose of the Corporate Governance Committee (the “Committee”) is to
assist the Board in fulfilling its responsibilities with respect to Board
and committee membership and other corporate governance matters and
practices. In furtherance of such purpose and as set forth below, the
Committee shall: (a) identify and evaluate individuals qualified to become
members of the Board, consistent with applicable rules and regulations and
other criteria developed by the Committee, and recommend that the Board
select director nominees for each annual meeting of stockholders; (b)
evaluate potential director conflicts of interest; (c) oversee the
evaluation of the Board and Board committees and their respective charters
and the other organizational documents and policies of the Company; (d)
assist in director orientation and education and succession planning; (e)
monitor compliance with, and make recommendations to the Board regarding,
corporate governance matters and practices; and (f) take such other actions
within the scope of this Charter as the Committee or the Board deems
necessary or appropriate.
The Committee will consist of three or more members of the Board, all of
whom must qualify as independent directors (“Independent Directors”) under
the listing standards of NASDAQ, SEC rules and applicable law, subject to
any exception allowed thereunder and any waivers granted by NASDAQ.
The members of the Committee will be appointed by and serve at the
discretion of the Board. Except as provided in this Charter, Committee
members will be appointed annually for a term of one year or until their
successors have been duly appointed and qualified. Committee members may be
removed at any time, and vacancies will be filled, by a majority vote of
Unless a Chairman of the Committee is appointed by the Board, the members
of the Committee shall designate a Chairman by majority vote of the full
A member shall promptly notify the Committee and the Board if the member is
no longer an Independent Director, and such member shall automatically be
removed from the Committee unless the remaining members of the Committee
determine that an exception to the Independent Director requirement is
available under the listing standards of the NASDAQ, SEC rules and
applicable law with respect to such member’s continued membership on the
Committee and that such exception should be made. Meetings and Procedures
The Committee shall fix its own rules of procedure, which shall be
consistent with the Certificate of Incorporation and Bylaws of the
Company and this Charter. In the event the Committee fails to adopt
any particular rule of procedure, the comparable provision set
forth in the Company’s Bylaws applicable to Board committees (or if
no such provision exists, applicable to the Board) shall apply to
The Committee shall meet at least two times annually and more
frequently as circumstances require.
The Chairman of the Committee or a majority of the members of the
Committee may call special meetings of the Committee.
The Chairman shall set the agenda of items to be addressed at each
meeting and shall, if practicable, circulate the agenda to each
member of the Committee in advance of each meeting (at least three
days in advance in the case of the Annual Meeting).
A majority of the members of the Committee shall constitute a
quorum and the Committee may act by a majority of its members
unless otherwise specified in this Charter.
The Committee may form subcommittees for any purpose that the
Committee deems appropriate and may, to the extent permitted by
applicable law, delegate to such subcommittees such power and
authority as the Committee deems appropriate. The Committee may, to
the extent permitted by applicable law, delegate to any member
thereof such power and authority to execute documents and carry out
actions on behalf of the Committee as the Committee deems
The Committee may request that any directors, officers or employees
of the Company, or other persons whose advice and counsel are
sought by the Committee, attend any meeting of the Committee, meet
with any Committee members or representatives of the Committee’s
counsel, officers or experts and/or provide such pertinent
information as the Committee requests.
Following each of its meetings, the Committee shall report on the
meeting to the Board, which report shall include a description of
all significant actions taken or matters discussed by the Committee
at the meeting.
The Committee will keep written minutes of its meetings, which
minutes shall be provided to the Board and maintained with the
books and records of the Company.
Responsibilities and Duties
The Committee shall have the following duties and responsibilities:
Evaluate the size and composition of the Board and develop and
review criteria for potential director nominees (including the
minimum qualifications and any specific qualities or skills,
including such factors as business experience and diversity,
necessary for directors to possess) based upon the needs of the
Company from time to time, and develop clear standards for
determining what constitutes an Independent Director (as more
specifically set forth below).
Actively identify and evaluate qualified individuals to become new
director nominees as needed.
Establish procedures to review and recommend, if Committee deems it
appropriate, potential director nominees proposed by the Company’s
Conduct background and qualifications checks respecting such
persons as it wishes to approve as nominees to recommend to either
the Company’s stockholders as candidates or to the Board to fill
Review the suitability of each Board member for continued service
when his or her term expires and when he or she has a significant
change in status or outside activities.
Evaluate potential director conflicts of interest and recommend
action to take in respect thereof.
Recommend the slate of nominees of directors to be proposed for
election by the Company’s stockholders and to be considered by the
Board to fill vacancies.
Determine the appropriate engagement with stockholder groups and
proxy advisory firms regarding the Company’s submissions to
stockholders. With respect to matters related to executive
compensation, this shall be done in conjunction with the
Evaluate the nature, structure and operations of other Board
Make recommendations to the Board as to the qualifications of
members of the Board’s committees, committee member appointments
and removals, and committee reporting to the Board.
Develop and recommend to the Board for approval the Company’s
Corporate Governance Guidelines and such other corporate governance
policies as the Committee deems appropriate, review them at least
annually to ensure that they are appropriate for the Company and
monitor compliance with such Guidelines and applicable laws,
regulations and listing standards, and recommend any desirable
changes to the Board.
Consult with management in reviewing director and officer insurance
needs and the means of satisfying them.
Meet periodically in executive session without Company management
Develop with management a succession plan for key members of
Administer and oversee performance evaluations of the Board and the
committees of the Board.
Annually evaluate the performance of the Committee, including by
reviewing the Committee’s compliance with this Charter.
Review and reassess annually the adequacy of this Charter and
recommend to the Board any appropriate changes. Cause the Company
to post updated versions of this Charter and the charters of the
other committees of the Board on the Company’s website and as
required by applicable law and as otherwise deemed advisable by the
Review and reassess annually the Certificate of Incorporation and
Bylaws of the Company and recommend to the Board any desirable
changes and review annually the efficacy of a shareholder rights’
Perform such other activities or functions and adopt such other
policies and procedures consistent with this Charter, the Company’s
Certificate of Incorporation and Bylaws and governing law as the
Committee or the Board deems necessary or appropriate.
Investigations and Studies; Outside Advisors; Reliance
The Committee may conduct or authorize investigations into or
studies of matters within the scope of the Committee’s duties and
responsibilities, and may retain, at the Company’s expense, such
experts and other professionals as it deems necessary or
appropriate to carry out its duties. The Committee shall be
directly responsible for the appointment, compensation and
oversight of the work of any advisors retained by the Committee.
Without limiting the foregoing, the Committee shall have the sole
authority, in its discretion, to decide whether to retain a search
firm to assist the Committee in identifying, evaluating and
attracting director candidates. If the Committee decides to retain
such a firm, the Committee shall have the sole authority to approve
the search firm’s fees and other retention terms, with such fees to
be borne by the Company, and to terminate the firm at any time.
In carrying out its duties, the Committee may act in reliance on
management, the independent public accountants, internal auditors,
internal and outside counsel and such other outside advisors and
experts as it deems necessary or appropriate. Prior to retaining
any external firm, advisor, expert or the like, the Committee Chair
will consult with the Company’s General Counsel in order to ensure
that there is no conflict of interests due to a prior and existing
relationship between such party and the Company; provided that the
Committee shall have the final discretion to retain any such
accountants, auditors, counsel and other advisors.
This Charter is in all respects subject to the provisions of the
Certificate of Incorporation and Bylaws of the Company. This Charter may be
amended from time to time upon the approval of the Board.