IV. Governance & Public Policy



NIKE, Inc.’s Board of Directors established a Corporate Responsibility and Sustainability Committee 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. In 2013, the Committee updated its charter to review strategy and performance, and to formally include sustainability and innovation. 

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 May 2013, 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 and Sustainability Committee meetings. The Committee meets five times each year to review strategies and plans for corporate responsibility. 

As of May 31, 2013, members of the Board of Directors’ Corporate Responsibility and Sustainability Committee included: 

  • Phyllis M. Wise (Chair) 
  • Douglas G. Houser 
  • John C. Lechleiter 
  • Johnathan A. Rodgers 
  • John R. Thompson, Jr. 

Eric Sprunk, EVP and Chief Operating Officer, and Hannah Jones, VP of Sustainable Business & Innovation, both participate in the Board of Directors’ Corporate Responsibility and Sustainability Committee sessions.

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. In early FY14, SB&I officially became part of the company’s Innovation function with the VP reporting both to the President of Innovation and to the CEO. The Strategic Leadership Team is responsible for directing NIKE, Inc.’s mid- and long-term strategy and also manages the sustainability reporting process. 

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

Ethics and Conduct

NIKE, Inc. has a code of ethics for all employees that we call “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, our employee Code of Ethics. 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 the behavior of contracted suppliers that manufacture products for NIKE, Inc. The Code of Conduct directs vendors to respect the rights of their employees and to provide them with a safe and healthy work environment.

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