The Nominating, Governance and Social Responsibility Committee identifies and recommends candidates to be nominated for election as directors at HPE’s annual meeting, consistent with criteria approved by the Board; develops and regularly reviews corporate governance principles, including HPE’s Corporate Governance Guidelines and related policies, for approval by the Board; oversees the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently; and sees that proper attention is given and effective responses are made to stockholder concerns regarding corporate governance matters. Other specific duties and responsibilities of the Nominating, Governance and Social Responsibility Committee include annually assessing the size and composition of the Board, including developing and reviewing director qualifications for approval by the Board; identifying and recruiting new directors and considering candidates proposed by stockholders; recommending assignments of directors to 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 HPE’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 and approves the designation of any employee directors or executive officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, standing for election for outside for-profit boards of directors; 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 conducted by the Chairman, 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 HPE’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 HPE; may review, assess, report and provide guidance to management and the Board relating to activities, policies and programs with respect to public policy matters; may review, assess, report and provide guidance to management the Board regarding HPE’s policies and programs relating to global citizenship (which includes, among other things, human rights, privacy, sustainability and corporate social responsibility) and the impact of HPE’s operations on employees, customers, supplies, partners and communities worldwide, as well as review HPE’s annual Global Citizenship Report; and oversees the HPE Political Action Committee and the policies relating to, and the manner in which HPE conducts, its government affairs activities.
