Governance

The Board of Directors of Under Armour, Inc. (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Audit Committee Charter

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities to the Company and its stockholders by overseeing (a) the quality and integrity of the Company's financial statements, the accounting and financial reporting process, and the Company's systems of internal accounting and financial controls, (b) those involved in the preparation and review of the financial statements, (c) the performance of the Company's internal audit function and the independent auditor and (d) the compliance by the Company with legal and regulatory requirements, including the Company's disclosure controls and procedures.

Audit Committee Charter


Compensation Committee Charter

The purpose of the Committee is to approve, implement, administer and evaluate the Company's compensation plans, policies and programs for the directors and the Chief Executive Officer and other executive officers of the Company.

Compensation Committee Charter


Corporate Governance Committee Charter

The purpose of the Committee is (i) to identify individuals qualified to become members of the Board of Directors, (ii) to recommend Director nominees for each annual meeting of shareholders and nominees for election to fill any vacancies on the Board of Directors, (iii) to develop and recommend to the Board of Directors a set of corporate governance guidelines applicable to the Company, and (iv) to oversee the evaluation of the Board and management.

Corporate Governance Committee Charter


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