/ / / / Board of Director Committee Charters

Board of Director Committee Charters

Corporate Governance

CORPORATE GOVERNANCE COMMITTEE CHARTER

(formerly Nominating Committee)
As adopted by the Deere & Company Board of Directors on
February 26, 1997 and
amended on December 2, 1998; December 3, 2003; and December 1, 2010

RESOLVED, that the Corporate Governance Committee Charter is as follows:

RESOLVED, that there be and hereby is created a committee of the Board of Directors (the "board") to be known as the Corporate Governance Committee ("committee"); that such committee shall consist of not fewer than three directors of the Company to be designated by the board, and such directors may also be removed and replaced by the board; that no member of the committee shall have served as an officer or employee of the Company; that all members of the committee shall meet the criteria for independence as established by applicable laws and regulations and by the New York Stock Exchange; that one member shall be selected by the board as chair of the committee; that a quorum shall exist when at least half the members of the committee are present; that in all actions of the committee the affirmative vote of at least two members shall be necessary; that regular meetings of the committee shall be held at least two times annually and additional meetings shall be held upon call of any two members or the chair of the committee; that the committee shall make regular reports to the board; and that meetings of the committee may be attended by such other persons as may be invited by the chair of the committee.

FURTHER RESOLVED, that the committee shall be responsible for developing and recommending policies and procedures relating to corporate governance, including the processes and procedures of the board, and shall be responsible for monitoring such policies, processes and procedures when established.

FURTHER RESOLVED, that the committee shall be responsible for identifying individuals meeting the board's criteria for new directors; recommending to the board, for its consideration, director nominees for election to fill vacancies on the board, or to be initially nominated by the board for election to the board at an annual meeting of shareholders. The committee shall also consider individuals recommended by security holders and by members of the board who do not serve on the committee. Candidates endorsed by the committee shall be submitted to the board for approval. The Chairman of the Board (the "Chairman") or his delegate may at any time ascertain the willingness of a proposed nominee to serve if elected. After endorsement by the committee and consent by the proposed nominee to serve if elected, the board may elect the individual to fill a vacancy on the board, or may nominate the individual for election at an annual meeting.

FURTHER RESOLVED, that prior to the annual meeting of stockholders each year, the committee shall recommend to the board, for its approval, the slate of individuals to be nominated in the proxy statement for election to the board.

FURTHER RESOLVED, that the committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms.

FURTHER RESOLVED, that the committee shall be permitted to form and delegate authority to subcommittees when it deems appropriate.

FURTHER RESOLVED, that the committee shall have continuing responsibility to ensure that the Chairman periodically reviews the Company's plans and alternatives regarding succession of senior management with the committee and with all other directors who do not at that time serve as officers or employees of the Company. The committee shall make an annual report to the board on succession planning. The committee shall recommend to the board emergency procedures for management succession to be put in place in the event of the unexpected disability of the Chairman.

FURTHER RESOLVED, that the committee shall also be responsible for furnishing recommendations to the board, at the request of the Chairman or the board, upon:

  • The size, composition and committee structure of the board, including criteria for selection of new directors as well as the specific amounts of directors' retainers and meeting fees.
  • Criteria relating to tenure as a director, such as retirement age and limitations on the number of times a director may stand for re-election.
  • Criteria for retention of directors unrelated to age or tenure, such as attendance at board and board committee meetings, health, or the assumption of responsibilities which are incompatible with effective service as a director.
  • Removal of a director in unusual circumstances.
  • Such other matters as from time to time may be assigned to it by the Board of Directors.
FURTHER RESOLVED, that the committee shall oversee the evaluation of the management of the Company, including performance of the Chief Executive Officer, and shall be responsible for conducting a review on an annual basis of the performance and effectiveness of the board, including an evaluation of this committee, and shall report to the board on the results thereof.

FURTHER RESOLVED, that the committee shall be responsible for oversight of the Company's Office of Corporate Compliance. The committee shall be knowledgeable about the content and operation of the compliance program. Moreover, the committee shall communicate directly with the Chief Compliance Officer: (i) promptly on any matter raised by the Chief Compliance Officer involving criminal conduct or potential criminal conduct, and (ii) no less than annually on the implementation and effectiveness of the compliance program.

FURTHER RESOLVED, that the Company shall provide for appropriate funding, as determined by the committee, for payment: to any legal, accounting or other consultants retained by the committee; and for ordinary administrative expenses of the committee that are necessary and appropriate in carrying out its duties.

FURTHER RESOLVED, that in discharging its oversight responsibilities, the committee shall have unrestricted access to the Company's management, books and records.

FINALLY RESOLVED, that the foregoing are the primary responsibilities of the committee and are set forth only for its guidance. The committee may, from time to time, adopt procedures as it deems appropriate in carrying out its oversight functions and may perform such other functions as may be assigned to it by law or regulation, this Charter, the Company's Articles of Incorporation, or Bylaws, or by the Board of Directors.

Audit Review

AUDIT REVIEW COMMITTEE CHARTER

April 26, 1977
As Amended August 29, 1990; August 25, 1993; December 5, 1995;
September 11, 2001; February 26, 2003; December 3, 2003;
November 29, 2006; November 30, 2007; December 2, 2009;

December 1, 2010; and January 30, 2013

RESOLVED, that the Audit Review Committee Charter is as follows:

RESOLVED, that there be and hereby is created a committee to be known as the Audit Review Committee (the "Committee") to assist the Board of Directors in fulfilling its oversight responsibilities pertaining to the accounting, auditing and financial reporting processes of the Company, and that the Committee shall consist of at least three directors, all of whom meet the independence and financial literacy requirements of law and of the New York Stock Exchange. A quorum shall exist when at least half the members of the Committee are present. At least one member of the Committee will meet the accounting or related financial management expertise requirement established by the Board of Directors. The members of the Committee and the Chair thereof shall be designated by the Board of Directors.

FURTHER RESOLVED, that the independent registered public accounting firm engaged to audit the financial statements and internal control over financial reporting of the Company (the "External Auditors") shall be ultimately accountable to the Board of Directors and this Committee.

FURTHER RESOLVED, that this Committee shall have the sole authority and be directly responsible for the selection, retention, evaluation and, where appropriate, replacement of the External Auditors as well as for the compensation and oversight of the work of the External Auditors.

FURTHER RESOLVED, that the following are the primary responsibilities of the Committee and are set forth only for its guidance. The Committee may, from time to time, adopt procedures as it deems appropriate in carrying out its oversight functions and may perform such other functions as may be assigned to it by law or regulation, this Charter, the Company's Articles of Incorporation, or Bylaws, or by the Board of Directors. The Committee shall:

  1. Select, retain, evaluate and, where appropriate, replace, External Auditors to conduct the audit of the Company's financial statements and internal control over financial reporting to be filed with the U.S. Securities and Exchange Commission, and approve all audit engagement fees and terms.
  2. Assist the Board of Directors in its oversight of (i) the integrity of the Company's financial statements; (ii) the Company's compliance with legal and regulatory requirements; (iii) the External Auditors' performance, qualifications and independence; and (iv) the performance of the Company's internal audit function.
  3. Determine whether to recommend to the Board of Directors that the Company's financial statements be included in its Annual Report on Form 10-K for filing with the U.S. Securities and Exchange Commission. To carry out this responsibility, the Committee shall:
    • review the disclosures to be included in the Management's Discussion and Analysis;
    • review and discuss the results of each external audit of the Company's audited financial statements and internal control over financial reporting with management and the External Auditors;
    • discuss with the External Auditors the matters required to be discussed by Public Company Accounting Oversight Board—United States (PCAOB) Interim Auditing Standard AU Section 380, Communication with Audit Committees, relating to the conduct of the audit;
    • review and discuss with the External Auditors the written disclosures required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence;
    • based upon the reviews and discussions, prepare and issue its report for inclusion in the Company's proxy statement.
  4. Consider whether the provision by the External Auditors of services not related to the audit of the annual financial statements and internal control over financial reporting included in the Company's Annual Report on Form 10-K and the reviews of the interim financial statements included in the Company's Quarterly Reports on Form 10-Q, including disclosures in the Management's Discussion and Analysis, for such year is compatible with maintaining the External Auditors' independence.
  5. Review the scope of, and plans for, the annual audit by the External Auditors.
  6. Meet collectively and separately, at least quarterly, with each of management, the General Counsel, the internal auditors and the External Auditors.
  7. Meet with management and the External Auditors in order to discuss (i) the critical accounting policies and practices to be used, including critical accounting estimates, the selection of initial accounting policies, reasons why certain policies are or are not considered critical, and how current and future events affect that determination; (ii) the alternative treatments of financial information within accounting principles generally accepted in the United States of America (GAAP) for policies and practices related to material items that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the External Auditors; and (iii) other material written communications between the External Auditors and management, such as any management letter or schedule of unadjusted differences, the management representation letter, internal controls reports, schedules of material adjustments and proposed reclassifications, listings of adjustments and reclassifications not recorded, engagement letters and independence letters.
  8. Discuss at least quarterly with management and the External Auditors the quarterly financial information prior to the Company's filing of Quarterly Reports on Form 10-Q or Annual Report on Form 10-K, including disclosures in the Management's Discussion and Analysis, and any matters identified in conjunction with the External Auditor's review of the interim financial information that are required by the applicable auditing standards to be communicated to the Committee or authorize the Chair of the Committee to conduct such discussions.
  9. Discuss with management earnings press releases, financial information and earnings guidance provided to analysts and rating agencies, with particular attention to the use of pro forma or adjusted non-GAAP information.
  10. Review annually the Company's procedures relating to its Code of Business Conduct.
  11. Meet periodically with the General Counsel concerning litigation and legal and regulatory matters.
  12. Meet at a minimum of once each fiscal year with members of the internal audit department, such meeting to include private session with the senior executive in charge of the internal audit department, to review and discuss as appropriate:
    • the internal audit function, including staffing;
    • the adequacy of the Company's internal control over financial reporting;
    • all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting;
    • any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
  13. Review and reassess the adequacy of this Charter annually and submit it to the Board of Directors for approval.
  14. Report Committee activities to the full Board of Directors on a regular basis.
  15. Discuss with management and the External Auditors policies with respect to risk assessment and risk management.
  16. Set clear hiring policies for employees and former employees of the Company's External Auditors.
  17. Assure the rotation of the lead, concurring and other audit partners as required by applicable law.
  18. Review with the lead audit partner whether any of the audit partners receive any discretionary compensation from the External Auditors with respect to procuring engagements with the Company to provide services other than audit, review or attest services.
  19. Establish procedures for (i) the receipt, retention and treatment of complaints about accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
  20. Approve all engagements for the provision of audit services and permissible non-audit services by the Company's External Auditors or any other public accountant when applicable law or regulation requires public accountant independence in connection with the engagement. Such approval may be made by any member of the Committee between meetings of the Committee. Such approval shall then be reported at the next Committee meeting.
  21. Review with the External Auditors any audit problems or difficulties and management's response.
  22. Review at least annually a report by the External Auditors describing (i) the External Auditors' internal quality control procedures; (ii) any material issues raised by the most recent internal quality control review or peer review of the External Auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to one or more independent audits carried out by the External Auditors, and any steps taken to deal with any such issues; and (iii) all relationships between the External Auditors and the Company.
  23. Conduct a review on an annual basis of the Committee's performance.
  24. Retain legal, accounting or other consultants for advice and assistance as deemed necessary or appropriate by the Committee.

FURTHER RESOLVED, that the Company shall provide for appropriate funding, as determined by the Committee, for payment: to the External Auditors; to any legal, accounting or other consultants retained by the Committee; and for ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its duties.

FURTHER RESOLVED, that in discharging its oversight responsibilities, the Committee shall have unrestricted access to the Company's management, books and records.

FURTHER RESOLVED, that it is the responsibility of management of the Company to establish and maintain internal control over financial reporting and to prepare financial statements in accordance with GAAP and it is the responsibility of the External Auditors for the Company to audit those financial statements and to express an opinion on (i) the conformity of the financial statements with GAAP, and (ii) the effectiveness of internal control over financial reporting. The Committee's responsibility is one of oversight. The Committee is not providing any special assurance as to the Company's financial statements or internal control over financial reporting or the audit of the financial statements and internal control over financial reporting by the External Auditors.

FINALLY RESOLVED, that members of the Committee shall be entitled to rely, to the fullest extent permitted by law, on the accuracy of the representations made and the financial and other information provided to the Committee by persons and organizations within and outside the Company.

 

 

Compensation

COMPENSATION COMMITTEE CHARTER

August 28, 1991
As Amended February 27, 2002, December 3, 2003
November 29, 2007, and May 30, 2013

 

RESOLVED, that the Compensation Committee Charter is as follows:

 

RESOLVED, that any resolutions heretofore adopted by this board designating a Stock Option Committee and assigning to it any responsibility for the administration of any stock option plan, restricted stock plan, or other similar plan of the Company be and the same hereby are repealed.

 

FURTHER RESOLVED, that any resolutions heretofore adopted by this board designating a Board Committee on Officers' Compensation and assigning any responsibility for adopting or administering any salary, bonus or other similar plan for the compensation of officers or other employees of the Company be and the same hereby are repealed.

 

FURTHER RESOLVED, that there be and hereby is created a committee to be known as the Compensation Committee ("committee"); that such committee shall consist of not fewer than three directors of the Company to be designated by the board, and such directors may also be removed and replaced by the board; that no member of the committee shall have served as an officer or employee of the Company; that (i) all members of the committee shall meet the criteria for independence as established by applicable laws and regulations and the New York Stock Exchange, and (ii) a person may serve on the committee only if the board determines that he or she is a "non-employee director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and any other applicable regulations, provided, that failure to meet such criteria shall not invalidate decisions made or actions taken by the committee; that one member shall be selected by the board as chair of the committee; that a quorum shall exist when at least half the members of the committee are present; that in all actions of the committee the affirmative vote of at least two members shall be necessary; that regular meetings of the committee shall be held at least four times annually and additional meetings shall be held upon call of any two members or the chair of the committee; that such committee shall make regular reports to the board; and that meetings of the committee may be attended by such other persons as may be invited by the chair of the committee.

 

FURTHER RESOLVED, that the committee shall have all the powers set forth in any stock option plan, restricted stock plan or other similar plan established by the board.

 

FURTHER RESOLVED, that the committee has overall responsibility for evaluating and approving the compensation of the Company's executive officers (including the Chief Executive Officer) who are subject to Section 16 of the Exchange Act, including, without limitation, reviewing and approving corporate goals and objectives relevant to compensation of the executive officers and for evaluating the executive officers' performance in consideration of said goals and objectives, and, either as the committee or together with the other independent directors (as directed by the board), for determining and approving the compensation levels of the executive officers based on this evaluation. The committee also has overall responsibility for evaluating and approving compensation granted pursuant to the terms of each of the equity-based and incentive compensation plans, policies and programs of the Company, which plans may also cover non-officer employees. However, the committee shall not be required to adopt or administer benefit plans generally applicable to salaried employees of the Company.

 

FURTHER RESOLVED, that the committee shall oversee the Company's policies on structuring compensation programs for executive officers to preserve tax deductibility and, as and when required, establish and certify the attainment of performance goals pursuant to Section 162(m) of the Code.

 

FURTHER RESOLVED, that the committee shall (i) review and discuss with the Company's management the Compensation Discussion and Analysis (CD&A) to be included in the Company's annual proxy statement or annual report on Form 10-K, (ii) determine whether to recommend to the board that the CD&A be included in the proxy statement or annual report on Form 10-K filed with the Securities Exchange Commission (SEC), and (iii) produce a Compensation Committee Report for inclusion in the Company's annual proxy statement or annual report on Form 10-K filed with the SEC that complies with the rules and regulations of the SEC.

 

FURTHER RESOLVED, that it is acknowledged that the Corporate Governance Committee of the board shall in general be responsible for addressing committee member qualifications, committee member appointment and removal; committee structure and operations (including matters relating to subcommittees); and committee reporting to the board.

 

FURTHER RESOLVED, that, subject to applicable rules and regulations, the committee shall be permitted to form and delegate authority to subcommittees when it deems appropriate, provided that such subcommittees shall be comprised entirely of independent directors.

 

FURTHER RESOLVED, that this board reserves to itself the right and power to rescind or revise any compensation plans adopted by the committee but until so rescinded or revised they shall be effective as adopted by the committee.

 

FURTHER RESOLVED, that the committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser.

 

FURTHER RESOLVED, that the committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other adviser retained by the committee.

 

FURTHER RESOLVED, that it is acknowledged that the Company shall provide for appropriate funding, as determined by the committee, for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other adviser retained by the committee.

 

FURTHER RESOLVED, that, except as otherwise provided under the New York Stock Exchange listing standards, the committee may select a compensation consultant, legal counsel or other adviser to the committee only after taking into consideration, all factors relevant to that person’s independence from management, including the following:

  • The provision of other services to the Company by the firm that employs the compensation consultant, legal counsel or other adviser;
  • The amount of fees received from the Company by the firm that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the firm that employs the compensation consultant, legal counsel or other adviser;
  • The policies and procedures of the firm that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
  • Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the committee;
  • Any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
  • Any business or personal relationship of the compensation consultant, legal counsel or other adviser or the firm employing the adviser with an executive officer of the Company.

 

FURTHER RESOLVED, that the committee shall evaluate on an annual basis the performance and effectiveness of the committee, and shall report to the board on the results thereof.

 

FINALLY RESOLVED, that the foregoing are the primary responsibilities of the committee and are set forth only for its guidance. The committee may, from time to time, adopt procedures as it deems appropriate in carrying out its oversight functions and may perform such other functions as may be assigned to it by law or regulation, this Charter, the Company's Articles of Incorporation, or Bylaws, or by the Board of Directors.

Pension Plan

May 31, 1995
As Amended December 3, 2003; and May 26, 2005.

RESOLVED, that the Pension Plan Oversight Committee Charter is as follows:

RESOLVED, that there be and hereby is created a committee of the Board of Directors (the "board") to be known as the Pension Plan Oversight Committee ("committee"); that such committee shall consist of not fewer than three directors of Deere & Company (the "Company") to be designated by the board, and such directors may also be removed and replaced by the board; that no member of the committee shall have served as an officer or employee of the Company; that all members of the committee shall meet the criteria for independence as established by applicable laws and regulations and the New York Stock Exchange; that one member shall be selected by the board as chair of the committee; that a quorum shall exist when at least half the members of the committee are present; that in all actions of the committee the affirmative vote of at least two members shall be necessary; that regular meetings of the committee shall be held at least two times annually and additional meetings shall be held upon call of any two members or the chair of the committee; that such committee shall make periodic reports to the board; and that meetings of the committee may be attended by such other persons as may be invited by the chair of the committee.

FURTHER RESOLVED, that, except for the power to adopt, suspend or terminate qualified or non-qualified pension, retirement, and savings and investment plans of the Company, which is expressly reserved to the board, the board hereby delegates to the committee all of its power and authority with respect to the U.S. qualified pension plans, other than the defined contribution savings and investment plans, of the Company (the "Plans"); that the committee shall act solely on behalf of the Company as sponsor of the Plans and shall not have any duties or responsibilities of a "fiduciary," within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), with respect to the Plans; and that the committee's duties, when acting on behalf of the Company, shall include, but are not limited to, full responsibility for:

  • establishing corporate policy with respect to the Plans and monitoring and evaluating the Plans in light of the Company's overall business policies and objectives and the Company's compensation and benefit policies and objectives;
  • formulating the Company's overall funding policy for the Plans and determining the extent to which assets of the Company will be contributed to the Plans in excess of the minimum contribution required by ERISA and the Internal Revenue Code;
  • assessing the impact of the Plans on the Company's financial performance and financial reporting;
  • monitoring the activities of the Company's Pension Plan Investment Committee for compliance with the overall Company policies and objectives applicable to the Plans established from time to time by the committee;
  • extending the Plans to any subsidiary or affiliate of the Company; and
  • amending or modifying the Plans, except that the Company's Management Compensation Committee ("Management Compensation Committee") shall also be authorized to make Plan amendments or modifications that:
    1. in the Management Compensation Committee's judgment are procedural, technical or administrative, but do not result in changes in the control and management of Plan assets; or
    2. in the Management Compensation Committee's judgment are necessary or advisable to comply with change in the laws or regulations applicable to the Plan; or
    3. in the Management Compensation Committee's judgment are necessary or advisable to implement provisions conforming to a collective bargaining agreement which has been approved by the board; or
    4. in the Management Compensation Committee's judgment, will not result in changes to benefit levels exceeding $5 million per amendment or modification during the first full fiscal year that such changes are effective for the Plan; or
    5. are the subject of a specific delegation of authority from the board.
FURTHER RESOLVED, that previous delegations by the board to the Company's Management Compensation Committee of power and authority with respect to the Plans, which delegations are in effect immediately prior to the passage of these resolutions, including but not limited to delegation of the authority to implement special early retirement provisions, shall remain in full force and effect.

FURTHER RESOLVED, that the committee shall report to the board on its activities at such times as may be requested by the board, but not less frequently than annually.

FINALLY RESOLVED, that the foregoing are the primary responsibilities of the committee and are set forth only for its guidance. The committee may, from time to time, adopt procedures as it deems appropriate in carrying out its corporate oversight functions and may perform such other functions as may be assigned to it by law or regulation, this Charter, the Company's Articles of Incorporation, or Bylaws, or by the board, except that (i) the committee shall not perform duties or functions in respect of the Plans that would result in the committee acting as a fiduciary with respect to the Plans under ERISA and (ii) the committee shall have no power to appoint or remove ERISA fiduciaries of the Plans or to supervise on behalf of the Plans the activities and responsibilities of ERISA fiduciaries.

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