Franklin Resources, Inc
Franklin Resources, Inc.
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Board of Directors

The following sets forth the composition of the Board of Directors and the standing committees of the Board of Franklin Resources, Inc.

Independent Directors

Image Chairperson ImageImage MemberImage

  Audit Compensation Corporate Governance
Samuel H. Armacost   Image Image
Peter K. Barker Image Image  
Mark C. Pigott   Image  
Chutta Ratnathicam Image    
Laura Stein Image   Image
Anne M. Tatlock     Image
Geoffrey Y. Yang Image    

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Non-independent Directors

  Audit Compensation Corporate Governance
* Chairman of the Franklin Resources, Inc. Board of Directors
Gregory E. Johnson*      
Rupert H. Johnson, Jr.      
Charles E. Johnson      

Audit Committee

The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility to oversee: (1) the Company’s financial reporting, auditing and internal control activities, including the integrity of the Company’s financial statements; (2) the Company’s compliance with legal and regulatory requirements; (3) the independent auditors’ qualifications and independence; and (4) the performance of the Company’s internal audit function and independent auditors. The Audit Committee also prepares the report the Audit Committee is required to include in the Company’s annual proxy statement. In addition, the Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent auditors, including approval of all services and fees of the independent auditors. The Audit Committee meets with the Company’s independent auditors and reviews the scope of their audit, the related reports and any recommendations they may make. The Audit Committee also reviews the annual audited financial statements for the Company as well as the Company’s interim financial results.

Compensation Committee

The Compensation Committee oversees the establishment of goals and objectives related to Chief Executive Officer compensation, determines the compensation level of the Chief Executive Officer, assists the Board of Directors in fulfilling its responsibility relating to the compensation (and related benefits) of the executive officers of the Company, discharges the responsibilities of the Board of Directors relating to compensation of the Company’s executives, and prepares the Compensation Committee Report regarding executive compensation matters required by the rules and regulations of the Securities and Exchange Commission to be included in the Company’s Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C, as applicable. The Compensation Committee also administers the Company’s Amended and Restated Annual Incentive Compensation Plan, the 2004 Key Executive Incentive Compensation Plan, the 2002 Universal Stock Incentive Plan, which is the successor to the Amended and Restated 1998 Universal Stock Incentive Plan, and the 1998 Employee Stock Investment Plan.

Corporate Governance Committee

The Corporate Governance provides counsel to the Board of Directors with respect to the organization, function and composition of the Board of Directors and committees of the Board of Directors, and oversees the evaluation of the Board of Directors and management of the Company. The Corporate Governance Committee is also responsible for developing and recommending to the Board of Directors corporate governance policies and procedures applicable to the Company, and identifying and recommending to the Board of Directors potential director candidates for nomination.

Reports of Section 16 Reporting Persons. Under Section 16 of the Securities Exchange Act of 1934, as amended, directors, executive officers and beneficial owners of more than 10% of the Company’s securities (“Section 16 Reporting Persons”) are required to report their beneficial ownership of the Company’s equity securities and changes in such ownership to, among others, the Securities and Exchange Commission and the Company. In order to view these Section 16 reports filed by the Company's Section 16 Reporting Persons, click here.

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Director Nominations

The Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Franklin Resources, Inc. (the “Company”) has adopted a Policy Regarding Nominations and Qualifications of Directors (the “Policy”), which has been approved by the Board, pursuant to which, among other things, the Committee is charged with identifying candidates for election to the Board, at the annual meeting of stockholders, using a variety of means as it determines are necessary or appropriate, including recommendations of stockholders made in accordance with the Policy. The Committee may also solicit recommendations from current and former directors, management or others who may be familiar with qualified candidates, and may consider current directors for re-nomination. The Committee may, in its sole discretion, retain and terminate any search firm to assist in the identification of candidates. 

Under the terms of the Policy, the Committee will consider candidates recommended for nomination to the Board by stockholders of the Company. Stockholders may make such a recommendation by submitting a completed Director Nomination Form attached as Schedule A at least 120 days prior to the one-year anniversary of the date of the proxy statement for the preceding annual meeting. For example, in connection with the Company’s annual meeting of stockholders held in March 2013, the proxy statement was dated January 24, 2013. The Committee would have to receive any completed Director Nomination Forms by no later than September 26, 2013, in order to be considered in connection with the annual meeting of stockholders in March 2014. Completed Director Nomination Forms shall be sent to:

Corporate Governance Committee
Franklin Resources, Inc.
c/o Corporate Secretary
One Franklin Parkway
San Mateo, CA 94403

Under the terms of the Policy, the Committee will not evaluate a candidate recommended by a stockholder unless the Director Nomination Form provides that the potential candidate has indicated a willingness to serve as a director, to comply with the expectations and requirements for Board service as publicly disclosed by the Company and to provide all of the information necessary to conduct an evaluation of the candidate.

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