Board committees

Committee Members
Committee Member Shumeet Banerji
Chairperson Aida Alvarez
Chairperson Charles V. Bergh
Chairperson Stacy Brown-Philpot
Committee Member Rajiv L. Gupta
Committee Member Stacey Mobley

Nominating, Governance and Social Responsibility committee charter (November 2015), (PDF, 38KB, opens in a new window) Nominating, Governance and Social Responsibility committee charter (November 2015)

Nominating, Governance and Social Responsibility Committee

The Nominating, Governance and Social Responsibility Committee oversees, and represents and assists the Board (and management, as applicable) in fulfilling its responsibilities relating to, HP’s corporate governance, director nominations and elections, HP’s policies and programs relating to global citizenship and other legal, regulatory and compliance matters relating to current and emerging political, environmental, global citizenship and public policy trends. Specific duties and responsibilities of the Nominating, Governance and Social Responsibility Committee include identifying and recommending candidates to be nominated for election as directors at HP’s annual meeting, consistent with criteria approved by the Board; and developing and regularly reviewing corporate governance principles, including HP’s Corporate Governance Guidelines and related policies, for approval by the Board. Other specific duties and responsibilities of the Nominating, Governance and Social Responsibility Committee include annually assessing the size, structure, functioning and composition of the Board; developing and recommending to the Board the criteria for identifying and evaluating director candidates and periodically reviewing these criteria; identifying and recommending candidates to be nominated for election as directors at HP’s annual meeting, consistent with criteria approved by the Board; recommending assignments of directors to Board committees to ensure that committee membership complies with applicable laws and listing standards; conducting a preliminary review of director independence and financial literacy and expertise of Audit Committee members; and overseeing director orientation and continuing education. The Nominating, Governance and Social Responsibility Committee also reviews proposed changes to HP’s Certificate of Incorporation, Bylaws and Board committee charters; assesses and makes recommendations regarding stockholder rights plans or other stockholder protections, as appropriate; establishes policies and procedures for the review and approval of related-person transactions and conflicts of interest, including the review and approval of all potential "related-person transactions" as defined under SEC rules; reviews stockholder proposals and recommends Board responses; oversees the annual self-evaluation of the Board and its committees; oversees the annual evaluation of the CEO, in conjunction with the HR and Compensation Committee, with input from all Board members; oversees the HR and Compensation Committee’s evaluation of senior management; and reviews requests for indemnification under HP’s Bylaws. In addition, the Nominating, Governance and Social Responsibility Committee may identify, evaluate and monitor social, political and environmental trends, issues, concerns, legislative proposals and regulatory developments that could significantly affect the public affairs of HP; may review, assess, report and provide guidance to management and the Board relating to matters of local, national and international public policy affecting HP’s business, including trade policy and major legislative and regulatory developments, relations with regulators, governmental agencies, public interest groups, other stakeholders and countries in which HP does business, policies and programs with respect to global citizenship and general guidelines for political contributions; and oversees any HP Political Action Committee that may be formed and the policies relating to, and the manner in which HP conducts, its government affairs activities.

The Board determined that each of Mr. Banerji, chair of the Nominating, Governance and Social Responsibility Committee, Mr. Bergh, Mr. Gupta, Mr. Mobley and Ms. Brown-Philpot (who are current Nominating, Governance and Social Responsibility Committee members) is independent within the meaning of the New York Stock Exchange director independence standards.