IV. Appendix

Governance

Introduction

The Corporate Responsibility Committee of the Board of Directors was established in 2001 to review significant policies and activities and to make recommendations regarding labor and environmental practices, community affairs, charitable and foundation activities, diversity and equal opportunity and environmental and sustainability initiatives. 

NIKE, Inc.’s Board of Directors is responsible for corporate governance in compliance with reporting laws and for representing the interests of our shareholders. As of January 2012, the Board was composed of 12 members, 10 of whom are considered independent, non-executive directors under the listing standards of the New York Stock Exchange. Details on Board membership, oversight and activity are available online and in our financial reporting.

Either the company chairman or the chief executive officer attends the Corporate Responsibility Committee meetings. The Committee met five times each year in FY10 and FY11 to review strategies and plans for corporate responsibility.

As of May 31, 2011, members of the Corporate Responsibility Committee of the Board were:

  • Jill Ker Conway, committee chair
  • Douglas G. Houser
  • Johnathan A. Rodgers
  • John R. Thompson, Jr.
  • Phyllis M. Wise
  • John C. Lechleiter

Board member Dr. Phyllis Wise became chair of the Corporate Responsibility Steering Committee in September 2011, at the time of Jill Ker Conway’s retirement from the Board.

In FY09, the vice president of Nike’s Sustainable Business & Innovation (SB&I) group became part of the NIKE, Inc. Strategic Leadership Team, chaired by President and CEO Mark Parker. This team is responsible for directing NIKE, Inc.’s mid- and long-term strategy, and also manages the sustainability reporting process. In FY12, a new Committee for Sustainable Innovation was formed to provide additional executive-level, cross-business leadership on sustainability and innovation. See chart in the Our Sustainability Strategy chapter.

Details regarding the linkages between performance and the compensation of Board members, senior managers and executives are described in our annual Proxy Statement, accessible at www.nikeinc.com. Details regarding employee and shareholder communication with the Board can be found in our annual Proxy Statement filed with the U.S. Securities and Exchange Commission (SEC). In addition, the process for submitting shareholder resolutions is described in the Proxy Statement, or Bylaws, and also under SEC Rule 14a-8. These are accessible at www.nikeinc.com and at the SEC website.

Ethics and Conduct

NIKE, Inc. has a code of ethics for all employees called Inside the Lines. This code defines the standards of conduct we expect employees to follow and includes a range of topics on employee activity, ethical behavior, product safety, legal compliance, competition and use of resources.

Each year, all NIKE, Inc. employees are required to verify that they have read and understand Inside the Lines. Nike also operates a global toll-free AlertLine for employees to confidentially report any suspected violations of the law or our code of ethics. Any reported concerns around accounting, auditing or internal control are communicated to the Board’s Audit Committee, which determines appropriate action.

We expect our suppliers to share our standards and to operate in a legal and ethical manner. While Inside the Lines addresses the behavior of Nike employees, our Code of Conduct addresses contractors that manufacture NIKE Brand products for NIKE, Inc. It directs them to respect the rights of their employees and to provide them with a safe and healthy work environment.

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