Corporate Governance

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics applicable to its directors, officers (including its principal executive officer, principal financial officer, principal accounting officer and controller) and employees. Every director, officer and employee is expected to adhere to these principles in the performance of their responsibilities.

Monster Worldwide's Code of Business Conduct and Ethics


Corporate Governance Guidelines

The purpose of these Guidelines is to assist the Board in the exercise of its responsibilities and to serve the best interests of the Company and its stockholders.

Monster Worldwide's Corporate Governance Guidelines


Audit Committee

The Audit Committee is charged with, among other things, the appointment of independent auditors of the Company, as well as discussing and reviewing with the independent auditors the scope of the annual audit and results thereof, pre-approving the engagement of the independent auditors for all audit-related services and permissible non-audit related services, and reviewing and approving all related-party transactions. The Audit Committee also reviews interim financial statements included in the Company's quarterly reports and reviews documents filed with the Securities and Exchange Commission.

Charter of the Audit Committee of the Board of Directors


Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is charged with assisting the Board in its selection of individuals as nominees for election to the Board at annual meetings of the Company's stockholders and to fill any vacancies or newly created directorships on the Board. The Committee also develops and recommends for approval by the Board various corporate governance policies.

Charter of the Corporate Governance and Nominating Committee of the Board of Directors


Compensation Committee

The Compensation Committee is charged with, among other things, discharging the Board's responsibilities in respect of compensation of the Corporation's executive officers, including approving individual executive officer compensation, overseeing the Corporation's overall compensation and benefit philosophies, and producing an annual report on executive compensation for inclusion in the Corporation's proxy statement, in accordance with applicable rules and regulations.

Charter of the Compensation Committee of the Board of Directors