Charter of the Executive Committee
CHARTER OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
(As of May 7, 2015)
The Executive Committee (the “Committee”) of the Board of Directors (the “Board”) of Sotheby’s (the “Company”) exists to exercise the powers and authority of the Board between regularly scheduled Board meetings.
Membership and Qualifications
The size of the Committee will be between three (3) and five (5) members as set from time to time by the Board. The Chairman of the Board must be a member of the Committee. The Board will appoint other Board members to fill the remaining Committee position(s). A majority of the Committee members must meet the then-applicable independence requirements of the New York Stock Exchange, as determined by the Board. Committee members must also meet any additional qualifications or have specific experience that the Board may require. The Chairman of the Board will serve as Chairman of the Committee.
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 (except for the Chairman of the Board) by the Board from time to time.
Duties, Powers and Responsibilities
The Committee is authorized to exercise all powers and authority of the Board between regularly scheduled Board meetings, except for any Board power or authority that:
(i) may not be delegated to the Committee pursuant to the Delaware General Corporation Law, as amended, New York Stock Exchange rules, the Certificate of Incorporation of the Company, or the By-laws of the Company; and
(ii) the Board has determined not to delegate to the Committee.
The responsibilities of the Committee shall include the approval of transactions requiring Board authorization under the terms of the Company’s internal corporate governance policy, such as significant auction guarantees, guarantees of collection, inventory investments, extensions of credit and loan transactions.
Annually, the Committee will review its own performance and reassess the adequacy of this charter.
The Committee will report periodically to the Board.
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 Board or the Chief Executive Officer. All
meetings of the Committee will be held pursuant to and in accordance with the Company’s Bylaws.The Committee may also act by unanimous written consent pursuant to and in accordance with the Company’s By-laws.