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 Chair of the Committee is appointed by the Board, the members of
the Committee shall designate a Chair 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 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
- 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
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).