Nominating/Corporate Governance Committee

I. COMPOSITION AND QUALIFICATIONS
The Nominating/Corporate Governance Committee (the “Committee”) of the Board of Directors of Movado Group, Inc. (the “Company”) shall be comprised of three or more directors as determined by the Board of Directors. Each member of the Committee shall be affirmatively determined by the Board to be “independent” under the rules of the New York Stock Exchange (“NYSE”), shall be elected by the Board annually and shall serve until his or her successor is duly elected and qualified. The Board may remove any member of the Committee by majority vote. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

II. PURPOSE
Consistent with the Company’s Corporate Governance Guidelines, in addition to any other responsibilities which may be assigned from time to time by the Board of Directors, the Committee shall assist the Board in carrying out its responsibilities relating to the Company’s governance practices and the composition and evaluation of the Board of Directors.

III. RESPONSIBILITIES
The responsibilities of the Committee are to:

1. Identify individuals qualified to become members of the Board.
2. Make recommendations regarding the size and composition of the Board and regarding the memberships on committees other than the Committee.
3. Develop, propose, discuss with and obtain the approval of the Board of criteria for the selection of new directors.
4. Make recommendations regarding the appropriate committee structure of the Board.
5. Recommend Board committee assignments and any changes to such assignments.
6. Develop, propose, discuss and obtain the approval of the Board of corporate governance guidelines applicable to the Company.
7. Assist the Board in the evaluation of its own performance and of management’s performance and report to the Board at least annually.
8. Conduct an annual performance evaluation of the Committee as required by the rules of the NYSE and in such manner as it deems appropriate.
9. Review and reassess, at least annually, in such manner as it deems appropriate, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or valuable.
10. Perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Committee or the Board deems necessary or appropriate. In carrying out its responsibilities, the policies and procedures of the Committee should remain flexible in order that it can best react to changing conditions and assure the directors and shareholders that the corporate governance practices of the Company are in accordance with all requirements and are appropriate for the Company.

IV. AUTHORITY AND FUNDING
The Committee shall have all authority necessary or implied in order to carry out its duties and responsibilities. Without limitation to the generality of the foregoing, the Committee shall have the sole authority to engage, negotiate the retention terms and terminate the engagement of any search firm used to identify director candidates and of any other advisors, experts and consultants, as it determines necessary to carry out its duties and responsibilities.

The officers of the Company shall provide and make available to the Committee, as it may determine in its sole discretion, in its capacity as a committee of the Board of Directors, funds for payment of compensation to any such advisors pursuant to the foregoing paragraph.

V. MEETINGS
The Committee shall meet as often as necessary to fulfill its functions.