“Committee”) of the Board of Directors (the “Board”) of The Home Depot, Inc (the Unless a Chair of the Committee is elected by the Board, the members of the
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and Board of Directors Each year, the Immediate Past President chairs the Nominating Committee invited by the Chair and approved by the current Board of Directors before any actions are taken by the The Home Depot Foundation
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At the close of fiscal 2000, The Home Depot operated 1,134 retail locations, including 1,029 Special Thanks I want to express a special thank you to Bernie, Arthur and the Board of Directors for their Furniture, Fixtures and Equipment
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NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER OF
THE HOME DEPOT, INC. BOARD OF DIRECTORS
I. PURPOSE
The primary purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of The Home Depot, Inc. (the "Company") is to: (a) develop and implement policies and procedures that are intended to ensure that the Board will be appropriately constituted and organized to meet its fiduciary obligations to the Company and its stockholders; (b) identify individuals qualified to become members of the Board, and to select, or to recommend that the Board select, the director nominees for the next annual meeting of shareholders; and (c) develop and recommend to the Board a set of corporate governance principles applicable to the Company. In accomplishing this purpose, the Committee evaluates the current composition and governance of the Board and makes recommendations with regard thereto, makes recommendations concerning the qualifications and retirement policies for Board members, proposes nominees for election to the Board, administers a Board evaluation process and reviews policies related to corporate and social issues important to the Company in order to make recommendations on specific issues.II. COMPOSITION
The Committee shall be comprised of three or more directors, as determined by the Board, all of whom shall be independent as determined by the Board pursuant to the standards set forth in Exhibit A of the Company"s Corporate Governance Guidelines. Each member of the Committee shall be elected by the Board annually and serve until the earlier to occur of her or his resignation or removal or the election and qualification of such member"ssuccessor. Unless a Chair of the Committee is elected by the Board, the members of the
Committee may designate a Chair by majority vote of the full Committee membership. Any member of the Committee may be removed with or without cause by a majority of the Board. All vacancies in the Committee shall be filled by the Board.