Charter of the Business Strategy Committee

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SOTHEBY’S

CHARTER OF THE BUSINESS STRATEGY COMMITTEE
OF THE BOARD OF DIRECTORS
(As of May 28, 2015)

Purpose

The Business Strategy Committee is appointed by the Board of Directors to assist the Board and make recommendations regarding the Company’s business strategies.

Membership and Qualifications

The Committee will consist of the Chairman of the Board, the Chief Executive Officer, and not less than five other Directors appointed by the Board. Each Committee member must have such qualifications and experience as may be determined by the Board or the Committee. The Chairman of the Committee will be the Chairman of the Board or such other Director designated by the Board from time to time.


Committee members will be selected annually by the Board for one-year terms, or until their successors are duly elected and qualified. Committee members may be replaced, and the Chairman may be changed, by the Board from time to time.

Duties and Responsibilities

In performing its responsibilities, the Committee shall:

1. Review and evaluate the Company’s business strategies and make recommendations to the Board with respect to potential changes in strategy; and
2. Review and evaluate strategies regarding growth opportunities, marketing, sales, operations, expense management and the use of technology as a tool to enhance, grow, and develop the Company’s prospects, and make recommendations to the Board with respect thereto.

Meetings

The Committee will meet in person or by telephone, at such times as may be necessary. Meetings may be called by the Chairman of the Committee, the Chairman of the Board or the Chief Executive Officer. All meetings of the Committee will be held pursuant to and in accordance with the Company’s By-laws. The Committee may also act by unanimous written consent pursuant to and in accordance with the Company’s By-laws.

Consultants

The Committee will have the ability to retain independent consultants to assist the Committee in its work.