AMAZON.COM, INC. BOARD OF DIRECTORS GUIDELINES ON
I. Responsibility of the Board
The Board of Directors is responsible for the control and direction of the Company. It represents and is accountable only to shareowners. The Board's primary purpose is to build long-term shareowner value.
II. Board Composition
The Board believes that there should at all times be a majority of independent directors on the Board. The Board also believes it is appropriate that the Chief Executive Officer serve as a director. An independent director is a person that meets the definition of independent under applicable Nasdaq requirements and does not have any other relationship with Amazon.com which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out director responsibilities.
III. Board Membership
Selection of Candidates for Board Membership
The full Board, on the recommendation of the Nominating and Corporate Governance Committee, nominates candidates for election to the Board. In selecting candidates for recommendation to the Board, the Nominating and Corporate Governance Committee considers all aspects of a candidate's qualifications in the context of the needs of the Company at that point in time with a view to creating a Board with a diversity of experience and perspectives. Among the qualifications, qualities and skills of a candidate considered important by the Nominating and Corporate Governance Committee are a commitment to representing the long-term interests of the shareowners; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; personal and professional ethics, integrity and values; practical wisdom and sound judgment; and business and professional experience in fields such as operations, technology, finance or marketing.
Who Change Their Present Job Responsibility
Priority of Board Duties
Each Board member will ensure that other existing and planned future commitments, including employment responsibilities and service on the boards of directors of other entities, do not materially interfere with the member's service as a director. Each director is expected to make reasonable efforts to attend Board meetings, meetings of Committees of which such director is a member, and the Annual Meeting of Shareholders.
IV. Code of Business Conduct and Ethics
Directors must abide by the relevant provisions of the Company's Code of Business Conduct and Ethics.
V. Executive Performance and Succession; Executive and Board Compensation
Performance and Succession
The independent directors consult together privately (without the presence of the CEO or any other employee director) on an informal basis periodically to review the compensation and performance of the CEO and the other executive officers. The Leadership Development and Compensation Committee conducts, and reviews with the outside directors, a periodic evaluation regarding the overall compensation of all executive officers.
Changes in Board compensation, if any, should come at the recommendation of the Nominating and Corporate Governance Committee and will require approval of the Board.
VI. Executive Session
The independent directors of the Board shall meet periodically in executive session.
The current committees
of the Board are the Audit Committee, the Leadership Development and Compensation
Committee, and the Nominating and Corporate Governance Committee. The
committees keep the Board informed of their actions and provide assistance to
the Board in fulfilling their oversight responsibility to the shareowners.
All members of each committee will be directors whom the Board determines are
independent as provided in Section II above, with members of the Audit
Committee meeting the additional Nasdaq and SEC
requirements for audit committee member independence.
Shareowners may contact
the Board regarding bona fide issues or questions about the Company by
sending an email to email@example.com
or a letter to Shareholder-Board Communications c/o Secretary, Amazon.com,