Governance

As we continue in our efforts to grow TJX as a global, off-price, value retailer, we recognize that we must remain grounded in the same principles on which our Company was founded – operating with high levels of honesty and integrity, and treating others with dignity and respect. We rely on the talent and efforts of our Associates, as well as the example set by our leaders, to help us live these principles every day and foster the continued success of our Company. Ongoing engagement with key stakeholders informs enhancements to our policies, practices, and disclosures.

Our Board of Directors is responsible for overseeing the business and management of the Company. We believe our Board should be composed of highly engaged directors and that the Board’s skills and experience should be aligned with the changing needs of the Company for current and future business environments. As a global company with hundreds of thousands of Associates and stores on three continents, we consider inclusion and diversity to be part of, and important to, our culture. We look for a Board that represents a diversity of backgrounds and experience, including as to gender and race/ethnicity, and that reflects a range of talents, ages, skills, viewpoints, professional experiences, geographies, and educational backgrounds.

Director Qualifications and Nominations

The Corporate Governance Committee recommends to the Board individuals to be director nominees who, in the opinion of the Committee, will be committed to the long-term success of our business and the best interests of our shareholders. The Committee considers a range of factors when considering individual candidates, including personal and professional ethics, integrity, and values; independence; and diversity, including gender, ethnic, racial, age, and geographic.

The Committee seeks nominees who have established strong professional reputations with experience in substantive areas that are important to the long-term success of our complex, global business, such as:

• Leadership and organizational management
• Retail industry
• Strategic planning and growth
• Finance and accounting
• Technology and digital innovation
• Human capital management
• International operations
• Risk management and corporate governance

For more detail on our Board of Directors, Committees of the Board, and governance structure, we encourage you to visit our Corporate Governance Documents or review our most recent proxy statement.