The NGSR Committee oversees, and represents and assists the Board (and management, as applicable) in fulfilling its responsibilities relating to, our corporate governance, director nominations and  elections, HP’s policies and programs relating to global citizenship and other legal, regulatory and compliance matters relating to current and emerging political, environmental, global citizenship and public policy trends. Specific duties and responsibilities of the NGSR Committee include, among other things:

Board Matters
  • developing and recommending to the Board the criteria for identifying and evaluating director candidates and periodically reviewing these criteria;
  • identifying and recommending candidates to be nominated for election as directors at our annual meeting, consistent with criteria approved by the Board;
  • annually assessing the size, structure, functioning, and composition of the Board and recommending assignments of directors to Board committees and chairs of Board committees;
  • identifying and recruiting new directors, establishing procedures for the consideration of director candidates recommended by stockholders and considering candidates proposed by stockholders;
  • assessing the contributions and independence of directors in determining whether to recommend them for election or reelection to the Board; and
  • periodically reviewing the Board’s leadership structure, recommending changes to the Board as appropriate and, if the Chairman of the Board is not independent, making a recommendation to the independent directors regarding the appointment of the Lead Independent Director.
HP Governing Documents & Corporate Governance Guidelines & Other Policies
  • conducting a preliminary review of director independence and the financial literacy and expertise of Audit Committee members, and making recommendations to the Board related to such matters;
  • developing and regularly reviewing corporate governance principles, including our Corporate Governance Guidelines;
  • reviewing proposed changes to our Certificate of Incorporation, Bylaws and Board committee charters; and
  • establishing policies and procedures for the review and approval of related-person transactions and conflicts of interest, including the reviewing and approving all potential “related-person transactions” as defined under SEC rules.
Stockholder Rights
  • assessing and making recommendations regarding stockholder rights plans or other stockholder protections, as appropriate; and
  • reviewing stockholder proposals in conjunction with the CEO and recommending Board responses.
Public Policy Trends & Issues
  • reviewing emerging corporate governance issues and practices;
  • identifying, evaluating, and monitoring social, political, and environmental trends, issues, concerns, legislative proposals, and regulatory developments that could significantly affect the public affairs of HP; and
  • reviewing, assessing, reporting, and providing guidance to management and the full Board relating to activities, policies, and programs with respect to public policy matters and policies and programs relating to global citizenship, as applicable.
Annual Review/Evaluation
  • overseeing the policies relating to, and the manner in which HP conducts, its government relations activities;
  • annually reviewing the NGSR Committee’s charter and performance; and
  • overseeing the annual self-evaluation of the Board and its committees.

The Board determined that each of Mr. Banerji, who serves as chair of the NGSR Committee, and the other NGSR Committee members (Ms. Alvarez, Mr. Bergh, Mr. Mobley and Ms. Brown-Philpot) is independent within the meaning of the NYSE director independence standards. Mr. Gupta was independent during the portion of fiscal 2017 he served on the NGSR Committee.