Corporate Governance - Committee

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Corporate Governance Committee Charter
As of March 2018
Committee Members
ChairpersonJ  Moses
Committee MemberMichael Sheresky
Committee MemberMichael Dornemann
Committee MemberLaVerne Srinivasan

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").

Purpose

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.

Membership

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 the Board.

Unless a Chair of the Committee is appointed by the Board, the members of the Committee shall designate a Chair by majority vote of the full Committee.

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.
  • The Committee shall meet at least two times annually and more frequently as circumstances require.
  • The Chair of the Committee or a majority of the members of the Committee may call special meetings of the Committee.
  • The Chair 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 appropriate.
  • 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).