Our Business Practices

We adhere to the highest standards of corporate governance and ethical conduct. We believe that accountability, transparency and good decision-making support our business, serve our customers and create value for our shareholders.

Nominating, Governance and Public Responsibility Committee Charter


The Nominating, Governance and Public Responsibility Committee (the "Committee") of Discover Financial Services (the "Parent") and Discover Bank (the "Bank," and together with the Parent, the "Company") is a committee of both boards of directors (collectively, the "Board") appointed to (1) identify individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders and to fill any vacancies; (2) develop and recommend to the Board corporate governance principles applicable to the Company; and (3) oversee the evaluation of the Board, its committees and management. The Committee shall perform such other duties and responsibilities enumerated in and consistent with this Charter.


  1. The Committee shall be comprised of at least three (3) Board members nominated by the Committee and appointed by the Board. Committee members shall serve at the pleasure of the Board and for such term as the Board determines. The Board shall designate one Committee member as the Committee's chair (the "Chair").
  2. Each Committee member shall have no material relationship with the Company and shall otherwise satisfy the independence requirements of the Company set forth in the Company's Corporate Governance Policies, the rules of the New York Stock Exchange and any other applicable law or regulation. Determinations of qualifications, including independence, shall be made by this Committee, using its business judgment.


  1. The Committee shall hold regular meetings at least twice per year and report to the Board on a regular basis. In the absence of the Chair at any meeting of the Committee, the members of the Committee may designate one of its members to serve as the Chair of the meeting. Meetings shall include any participants the Committee deems appropriate and shall be of sufficient duration and scheduled at such times as the Committee deems appropriate to discharge properly its responsibilities.
  2. The Committee may meet periodically in separate executive sessions, as it deems appropriate.
  3. The Committee shall make periodic reports to the Board summarizing the matters reviewed and actions taken at each Committee meeting and make available to the Board minutes of all meetings.
  4. The Committee may form and delegate to one or more subcommittees all or any portion of the Committee's authority, duties and responsibilities, and may establish such rules as it determines necessary or appropriate to conduct its business. The Committee shall report on any such delegation to the full Board.
  5. The Committee shall have direct access to, and have complete and open communication with, management and may obtain advice and assistance from internal legal or other advisors. The Committee may retain independent legal, search firms, compensation consultants or other advisors as it determines appropriate to assist it in fulfilling its responsibilities, without seeking approval of management or the Board.
  6. The Company shall provide for appropriate funding, as determined by the Committee, for the payment of: (i) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties and responsibilities; and (ii) compensation to independent legal, search firms, compensation consultants or other advisors retained by the Committee.
  7. The Committee shall review and evaluate annually its performance and report the results to the Board. The Committee shall review and assess annually the adequacy of this charter and, if appropriate, recommend changes to the Board for approval.
  8. The Committee shall document and maintain records of its proceedings.
  9. Except as set forth herein, the Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

Authority, Duties and Responsibilities

The Committee shall:

  1. Actively seek individuals qualified to become Board members for recommendation to the Board. The Committee shall identify individuals qualified to become Board members consistent with the Board membership criteria set forth in the Company's Corporate Governance Policies. The Committee may consider director candidates proposed by shareholders in accordance with the procedures set forth in the Company's annual proxy statement or by management. Consistent with the retirement policy set forth in the Corporate Governance Policies of the Company, the Company does not have established term limits although it has a retirement age of 75 with flexibility to extend beyond age 75. The Committee and the Board favor evaluation of each director annually, taking into account the results of the Board's most recent self-evaluation, the results of voting by shareholders in director elections, the director's participation in and contributions to the activities of the Board and any other factors deemed appropriate by the Committee and the Board. The Committee oversees the Board's succession planning process.
  2. Recommend to the Board the director nominees for the next annual meeting of shareholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy (and, if applicable, the class of directors in which the individual should serve).
  3. In the event that a nominee for director fails to receive the required vote for re-election, recommend to the Board, in accordance with the Corporate Governance Policies, whether to accept that director's resignation.
  4. Assist management in the preparation of the disclosure in the Company's annual proxy statement regarding director independence and the operations of the Committee.
  5. Develop and recommend to the Board standards to be applied in making determinations as to the absence of material relationships between the Company and a director.
  6. Monitor the service of the Company's directors on boards and board committees of other companies and consult with directors, as needed, to assess the potential impact of multiple positions on the individual director's ability to devote sufficient time and attention to his or her duties as a director of the Company.
  7. Ensure that programming for the orientation of new directors and the continuing education of incumbent directors is available.
  8. Oversee the evaluation of the Board, its committees and senior management.
  9. Annually review and assess the adequacy of the Company's Corporate Governance Policies and, if appropriate, recommend changes to the Corporate Governance Policies to the Board. Monitor compliance with the Corporate Governance Policies.
  10. Review effectiveness of director compensation and benefits programs in supporting the Company's ability to attract, retain and motivate qualified directors. If appropriate, recommend changes to the Board.
  11. Recommend to the Board director nominees for each Board committee, including committee members to fill vacancies as needed. In nominating a director for a committee membership, the Committee shall take into consideration the factors set forth in that committee's charter, if any, and other factors it deems appropriate, including without limitation the interplay of the candidate's experience with the experience of other committee members.
  12. Recommend to the Board changes that the Committee believes desirable to the structure, size, diversity and overall composition of the Board or any committee thereof. This shall include advising the Board on the rotation of committee members and chairs, as appropriate.
  13. Oversee, in coordination with the other committees of the Board, as applicable, the Company's policies, programs, strategies and reporting related to environmental, social and governance matters.
  14. Oversee the Company's and directors' engagement with institutional shareholders, proxy advisors, and other interested parties and assess feedback with respect to matters under the Committee's purview.
  15. In coordination with other committees, as applicable, review shareholder proposals and recommend any Board response.
  16. As it determines appropriate, consider matters of corporate governance and make recommendations to the Board regarding, or take action with respect to, such matters.
  17. Review and consider approval, or ratify, any related person transactions in compliance with the Company's related person transaction policy.
  18. Retain and terminate, in its sole discretion, any search firm used to identify director candidates and any compensation consultant used to assist in the evaluation of director compensation and approve the fees and other retention terms for such firms and consultants.
  19. Make such recommendations with respect to any of the above and other matters as the Committee deems necessary or appropriate.
  20. Have such other authority, duties and responsibilities as may be delegated to the Committee by the Board.

The Committee's authority, duties and responsibilities are discharged through evaluating reports given to the Committee and presentations made to the Committee by management, and by other persons or organizations the Committee deems appropriate.

As Amended: May 11, 2023