TECHNOLOGY COMMITTEE CHARTER
(as amended on August 16, 2017)
1. PURPOSE OF COMMITTEE
The purpose of the Technology Committee (the “Committee”) of the Board of Directors (the “Board”) of Nordstrom, Inc. (the “Company”) is to assist the Board in fulfilling its oversight responsibilities relating to technology.
2. RESPONSIBILITIES AND DUTIES
The Committee will have the responsibility to:
- Review and discuss with management and oversee:
- The Company’s approach to technology, including changes to the technology strategy;
- The Company’s technology architecture, including decisions to change existing or adopt major systems and platforms;
- The Company’s technology acquisition and development process to assure ongoing business growth;
- Data management and automation processes, including disaster recovery for the Company’s major systems;
- Integration and alignment of the Company’s technology efforts with the Company’s overall strategy;
- Measurement and tracking systems in place to achieve successful technology development; and
- The Company’s technology risk management, including but not limited to the Company’s programs, policies, practices and safeguards for information technology, cybersecurity and data security.
- Review, in conjunction with the Board’s Finance Committee, and make recommendations to the Board with respect to:
- The Company’s requests to invest capital in technology projects in accordance with the Company’s Capital Investment Policy and Procedures,
- The annual plan and budget for investments in technology, and
- The 5-year capital plan for investments in technology.
- Coordinate with other committees of the Board the oversight of specific risks.
- Approve technology-related policies or recommend such policies to the Board for approval, as appropriate.
- Perform such other activities as the Committee deems appropriate, or as requested by the Board.
3. MEMBERSHIP, STRUCTURE AND OPERATIONS
- Membership. The Committee shall be comprised of at least three directors and shall comply with applicable laws, rules, regulations and securities exchange listing standards. The Board, based upon the recommendation of the Corporate Governance and Nominating Committee, shall appoint the Committee and its Chairperson annually.
- Meetings. The Committee shall meet at least two times per year, and shall make regular reports to the Board on the Committee’s activities. The Committee may request any officer or employee of the Company to attend a meeting of the Committee.
- Resources. The Committee shall have the authority to retain outside experts or advisors and shall have sole authority to approve the fees and retention terms of any such advisors.
- Delegation to Subcommittee. The Committee may, in its discretion, delegate all or a portion of its responsibilities to a subcommittee of the Committee.
- Charter and Self-Assessment. The Committee shall conduct an annual performance evaluation of the Committee and shall review its charter annually and recommend any proposed changes to the Board.
- Financial Expert
- Independent Director