Executive Committee Charter
The Board of Directors of John Wiley & Sons, Inc. (the "Company") has established the Executive Committee with authority, responsibility, and specific duties as described below.
The Committee, between meetings of the Board of Directors, shall exercise the powers of the Board as appropriate in any case where immediate action is required and the matter is such that a special meeting of the full Board is not deemed necessary or possible. The Committee shall be responsible for, but not limited to, the following responsibilities and roles:
- Act on behalf of the Board of Directors when urgent matters preclude convening a meeting of the entire Board.
- Conduct quarterly meetings with the Chairman of the Board and CEO to assess progress relative to approved annual objectives and address any major issues or concerns, and report findings to the Governance Committee and Executive Compensation and Development Committee, respectively.*
- Monitor Coaching!Mentoring of CEO and address any major issues or concerns.*
- Develop succession plan for Chairman of the Board, annually.*
- Develop emergency CEO succession plan and recommend approval by the Board of Directors.
Notes: Roles and responsibilities with * should be evaluated annually to determine if necessary and/or should be transferred to other Committees of the Board of Directors. Executive sessions will be convened at the end of each meeting.
The Committee shall be provided with such resources as it needs to fuliill its responsibilities, including outside consultants, as appropriate, and shall have sole authority to retain, terminate, determine and approve the fees for such resources.
The Committee shall consist of two or more members of the Board in accordance with applicable SEC and NYSE regulations and policies. In addition, the Chairman of the Board and the Chief Executive Officer, if not already a member, may attend the meetings.
The Committee will meet on an ad hoc basis as required.
Minutes of each meeting will be prepared by the Corporate Secretary and sent to Committee members for review and shall be sent to the Board for approval.
Revised and Approved by the Board of Directors
John Wiley & Sons, Inc.
December 17, 2015