The Procter & Gamble Company: Corporate Governance Guidelines

The Board represents and acts on behalf of all shareholders of the company. The Board is responsible for establishing and helping the company achieve business and organizational objectives through oversight, review, and counsel. The Board will be comprised of a majority of independent members (members who are free of any material relationship with the company or company management). For purposes of these guidelines, “independence” will be determined in accordance with a separate guideline established by the Board. The separate guideline will always be at least sufficient to meet the independence standards of the New York Stock Exchange and applicable legislation. To be considered for Board membership, employees of the company must have senior management responsibility for broad areas of the company’s operating or functional groups. The purpose of Board Committees is to help the Board effectively and efficiently fulfill its responsibilities, although the Committees do not displace the oversight responsibilities of the Board as a whole. Committees will report the results of their significant activities to the full Board or make recommendations to the full Board as appropriate. The Secretary of the company will arrange for new members of the Board to meet with senior operating and functional managers of the company, in order that the new member can become familiar with the company’s strategic plans, financial statements, and key policies and practices.

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Procter & Gamble