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Corporate Governance Overview

Governance Documents
Download Corporate Governance DocumentationBy-Laws
Download Corporate Governance DocumentationBusiness Code of Conduct and Ethics ***
Download Corporate Governance DocumentationAmended and Restated Certificate of Incorporation
Download Corporate Governance DocumentationCorporate Governance Guidelines
Download Corporate Governance DocumentationStock Ownership Guidelines
Download Corporate Governance DocumentationPolicy on Consideration and Evaluation of Board Candidates
Download Corporate Governance DocumentationIndependent Auditor Policy
Download Corporate Governance DocumentationPolitical Activity and Government Relations Policy

The Home Depot strives to be the employer, retailer, investment, and neighbor of choice in the home improvement industry. Corporate governance is part of our culture and is founded on our daily commitment to living values and principles that recognize our ethical obligations to our shareholders, associates (employees), customers, suppliers, and the communities in which we operate. We understand our responsibility to behave ethically, to understand the impact we have on people and communities and to fairly consider the interests of a broad base of constituencies.

Aligning with this mission is the Company's longstanding commitment to strong corporate governance practices. During 1999, the Company adopted recommendations of the SEC-sponsored Blue Ribbon Committee. Since that time, the Company has continued its commitment to strong corporate governance by implementing practices that strengthen its compliance procedures and improve its financial reporting processes. During 2002 and 2003, the Company built upon its strong corporate governance foundation by implementing a number of new significant procedures, including:

  • A Disclosure Committee tasked with ensuring that the Company's disclosures to its stockholders and the investment community are accurate and complete;

  • A Corporate Compliance Council, now known as the Enterprise Risk Council, to regularly review the Company's compliance policies and monitor its compliance performance;

  • A Policy and detailed procedures for the retention of the Company's independent auditors; and

  • New independence standards for Board members, which meet or exceed the standards proposed by the New York Stock Exchange.

In 2006, the Board of Directors amended the Company's bylaws to adopt a majority vote standard for the election of directors, beginning with the next election in May 2007. The majority vote standard requires each director to receive a majority of the votes cast with respect to that director. Previously, directors were elected under a plurality vote standard, which meant that the candidates receiving the most votes would win without regard to whether those votes constituted a majority of the shares cast at the meeting.

The Company's Board of Directors is dedicated to continuing the Company's leadership position in matters of corporate governance and to maintaining an active role in the business. In addition to attending Board and Committee meetings, the members of the Board regularly visit stores and engage in the operational review of stores throughout the year. A substantial majority of the Directors on the Board are independent and each Director serving on the Audit, Leadership Development and Compensation, and Nominating and Corporate Governance Committees is independent. Through its existing procedures and with the guidance of an informed, engaged, and independent Board, the Company has the structure and tools in place to continue to execute on its commitment to strong corporate governance.

***Effective May 16, 2012, The Home Depot (“Home Depot”) revised its Business Code of Conduct and Ethics (“Code”). The Code was revised to simplify content, make it more interactive and engaging for our associates, better align it with other Home Depot policies and reflect Home Depot's values based culture. Revisions include administrative changes such as formatting, layout, design and the addition of questions and answers illustrating the application of various provisions of the Code. The provisions of the previously separate code of ethics for senior financial officers have also been integrated into the revised Code. As with the prior version, the revised Code continues to apply to all members of Home Depot’s Board of Directors and all Home Depot associates worldwide. On November 15, 2012, Home Depot further revised the Code to update the provisions regarding interactions with government officials.




The Company updates this site periodically as laws and regulations become effective or Company information changes. The Company reserves the right to amend or modify the documents and information at any time.