Champions of Change Charter

We are CEOs, Board Chairs and Lead Directors, Nominating Committee Chairs and Members of Nominating Committees of U.S. corporations.

We believe that gender diversity in the corporate boardroom is an essential part of good business strategy and represents best practices that have been proven to gain bottom-line benefits and improved governance.

 As individuals with leadership positions in corporate governance, we are committed to actively advancing gender diversity in U.S. corporate boardrooms, leading by example and acting as public advocates for this needed change.

 We believe that gender diversity on boards can be achieved by:

I - Corporate Leaders Committing to Developing and Recruiting Talent

1. 1. Taking steps to ensure that women candidates are routinely sought and included in the pool from which director nominees are chosen for every board searc.
   2. Identifying within their corporations the senior executive women who are potential external board candidates, developing and sponsoring them for membership on other corporate boards in accordance with company policy.
      
      

 II - Boards Adopting Best Practices for Improving Gender Diversity

1. 1. Adopting and implementing governance policies and practices that eliminate barriers to gender diversity in areas such as board recruitment, candidate screening, committee assignments, and overall board participation.
   2. Committing to policies in support of board member inclusiveness, realizing that gender diversity requires a critical mass of women on each board.
   3. Including in governance and nominating committee charters the goals of diversified board representation, inclusive of gender.
   4. Expanding director searches to include director nominees from corporate positions beyond chief executive officer and from diversified environments such as former government, academia, and non-profit organizations.
      
      

 Pursuing Public Advocacy will include:

1. 1. Being spokespersons, both individually and collectively, for the promotion of gender diversity in U.S. corporate board rooms.
   2. Building the Champions of Change membership.
   3. Sharing personal experiences and successful strategies for advancing gender diversity in U.S. corporate board rooms. 

Champions of Change

• Aida Alvarez, nominating and governance committee member of Walmart and HP Inc.; former head of U.S. Small Business Administration.
• Michael W. Bonney, former CEO and Chairman of Cubist Pharmaceuticals, Inc., and on the boards of Celgene, Inc., and Alnylam Pharmaceuticals, Inc., and a Trustee of H&Q Healthcare Investors, H&Q Life Sciences Investors Funds and TEKLA Health Care Fund, and Chairman of the Board of Trustees of Bates College.
• Jocelyn Carter-Miller, Director of Interpublic Group and Chair of the Nominating Committee, Director of NETGEAR and Director, Principal Financial Group Inc.
• Doug Conant, former CEO Campbell Soup, Chairman of Avon, board member of AmerisourceBergen, Chairman of the Kellogg Executive Leadership Institute (KELI) at Northwestern University.
• Allison Davis, nominations committee member of Royal Bank of Scotland and on the boards of Unisys, Diamond Foods, Ooma, and Fiserv. Former Managing Partner of Belvedere Capital Partners and CFO of Barclays Global Investors - now Blackrock.
• William Diefenderfer, Chairman of boards of Navient Corp. and CubeSmart; Co-founder and Vice Chair of board of Enumerate Solutions, Inc.
  
• Evelyn Dilsaver, nominations committee member of Tempur Sealy and Blue Shield of California, and on the boards of Aeropostale, Health Equity, Protiviti and Bailard REIT Fund; Co-Chair Women Corporate Directors Advisory Board; Former President and CEO Charles Schwab Investment Management.
  
• Pamela Godwin, President, Change Partners, Inc., Chair of Governance/Nominating Committee of Unum Group and on the Governance/Nominating Committee of Federal Home Loan Bank of Pitttsburgh.
  
• Rosemarie Greco, former CEO CoreStates Bank; current board member of PECO, Exelon Foundation, Universal Display Corporation, and Chair of Governance/Nominating committee of Pennsylvania Real Estate Investment Trust and former board member Exelon and Sunoco.
• Rajiv Gupta, former Chairman and CEO of Rohm and Haas Company, Lead Independent Director of HP (formerly Hewlett Packard); current Chairman of the Board of Delphi Automotive PLC; board member of Tyco International Ltd. and the Vanguard Group, Inc. 
• Suzanne Hopgood, founder The Hopgood Group, LLC, member Nominating Committee Mace Security International and Chairman of the board of Newport Harbor Corporation, former Chair and CEO Furr's Restaurant Group and CEO Houlihan's Restaurant Group.
  
• Robert Ingram, former CEO and Chairman Glaxo Wellcome, current lead director CREE and Valeant Pharmaceuticals and director of Edwards Life Sciences.
• Marge Magner, Chairman of the Board of TEGNA (formerly Gannett), lead director of Accenture, and director of Ally Financial, Inc.
• William McCracken, former CEO and Chairman CA Technologies, now on board of MDU Resources and NACD, former board member of Ikon Office Solutions.
• Pat Mitchell, CEO of POW Strategies; Chair of Nominating Committee of AOL, former board member of Sun Microsystems and Bank of America.
• Joyce M. Roché, Lead Director of AT&T; Chair of Nominating and Governance Committee Macy’s; Nominating and Governance committee member Tupperware Brands.
  
• Jane Scaccetti, CEO Drucker & Scaccetti; Governance committee member Myers Industries; Director Penn National Gaming, Mathematica, Inc., Temple University Hospital and Temple University Health System (former board chair), and trustee of Temple University and Salus Universty; former director The Pep Boys.  
  
• Pamela B. Strobel, retired Executive Vice President and Chief Administrative Officer, Exelon; member Nominating and Governance Committee Domtar Corporation, Illinois Tool Works, Inc., and State Farm Mutual Automobile Insurance Company.
  
• M. Anne Szostak, former Chairman and CEO Fleet Bank Maine and Fleet Bank Rhode Island; board member Tupperware Brands, Dr. Pepper Snapple, and IDEXX Laboratories.
  
• James Turley, former Chairman and CEO Ernst & Young, now on the boards of Citigroup and Emerson Electric and former Chair of the board, Catalyst.
• Laura Unger, Chair Nominating and Governance Committee CIT Group, Nominating and Governance Committee member Navient, and board member CA Technologies; former Commissioner and acting Chairman, SEC.
• James White, Former Chairman, President and CEO of Jamba Juice and currently non-executive Chairman of Daymon Worlwide; serves as a board member of Panera Bread, DeVry Education Inc., and CallidusCloud.

  For further information contact Charlotte Laurent-Ottomane, Executive Director