TECHNOLOGY COMMITTEE CHARTER
(as amended on August 19, 2020)
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 in, the Board’s oversight of the role of technology in executing the Company’s strategy and supporting the Company’s business and operational requirements.
2. RESPONSIBILITIES AND DUTIES
The Committee will have the responsibility to:
- Review, discuss with management and provide guidance regarding:
- The Company’s technology strategy;
- The Company’s decision-making processes regarding technology architecture;
- The Company’s decision-making processes regarding technology acquisition and strategic projects in support of the Company’s ongoing business growth;
- Integration and alignment of the Company’s technology strategy with the Company’s overall business and 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, as well as disaster recovery and business continuity for the Company’s major technology systems.
- Review, in conjunction with the Board’s Audit and 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, provided that such subcommittee report its actions to the Committee at the Committee’s next scheduled meeting.
- 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