Corporate Governance
Guidelines
I. DIRECTOR QUALIFICATION STANDARDS
- A majority of the members of the Board of Directors must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, and the rules promulgated there under and the applicable rules of the New York Stock Exchange.
- Directors serve three-year terms with three (or four) terms of office expiring at each annual meeting, or until their successors have been elected and qualified. A Director cannot stand for reelection following his or her 70th birthday. A Director may serve on no more than six (6) public company boards.
- Directors are expected to advise the Chairman of the Board and the Chairman of the Nominating & Governance Committee promptly upon accepting any other public company directorship or any assignment to the audit committee or compensation committee of the board of directors of any public company of which such Director is a member.
- Directors are expected to report changes in their business or professional affiliations or responsibilities, including retirement, to the Chairman of the Board and Chairman of the Nominating & Governance Committee. A Director should offer to resign if the Nominating & Governance Committee concludes that the Director no longer meets the Company’s requirements for service on the Board of Directors.
- No Director shall serve as a director, officer or employee of a competitor of the Company.
II. DIRECTOR RESPONSIBILITIES
- Directors should regularly attend meetings of the Board of Directors and of all board committees upon which they serve. To prepare for meetings, directors should review the materials that are sent to directors in advance of those meetings.
- The Board of Directors shall at all times maintain an Audit Committee, a Nominating & Governance Committee and a Compensation Committee which must operate in accordance with applicable law, their respective charters as adopted and amended from time to time by the Board, and the applicable rules of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). The Board may also establish such other committees as it deems appropriate and delegate to such committees such authority permitted by applicable law and the Company’s by-laws as the Board sees fit.
- Directors shall preserve the confidentiality of confidential material given or presented to the Board of Directors.
- The Chairman of the Board shall set the agenda of meetings of the Board of Directors and the Chairman of each committee shall set the agenda of meetings of the applicable committee. Any Director may suggest agenda items and may raise at meetings other matters that they consider worthy of discussion.
- Directors must disclose to the Chairman of the Board any potential conflicts of interest they may have with respect to any matter under discussion and, if appropriate, refrain from voting on a matter in which they may have a conflict.
- The Board believes that Directors should be stockholders and have a financial stake in the Company. While the Board does not believe it appropriate to specify the level of share ownership for individual Directors, it is anticipated that each Director will develop a meaningful ownership position in the Company over time.
III. DIRECTORACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS
- The Company shall provide each director with complete access to the management of the Company, subject to reasonable advance notice to the Company and reasonable efforts to avoid disruption to the Company’s management, business and operations. The Board of Directors and Board committees, to the extent set forth in the applicable committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Company.
- The Board of Directors will schedule regular executive sessions where non-management directors (i.e., directors who are not company officers but who do not otherwise have to qualify as “independent” directors) meet without management participation.
IV. DIRECTOR COMPENSATION
- The Board of Directors or an authorized committee thereof will determine and review the form and amount of director compensation, including cash, equity-based awards and other director compensation. In connection with such director compensation, the Board of Directors will be aware that questions may be raised when directors’ fees and benefits exceed what is customary. Similarly, the Board of Directors will be aware that the independence of directors could be questioned if substantial charitable contributions are made to organizations in which a director is affiliated or if the Company enters into consulting contracts with, or provides other indirect compensation to a director. The Board of Directors will critically evaluate each of these matters when determining the form and amount of director compensation, and the independence of a director.
V. DIRECTOR ORIENTATION AND CONTINUING EDUCATION
- The Board of Directors or the Company will establish, or identify and provide access to, appropriate orientation programs, sessions or materials for newly elected directors of the Company for their benefit either prior to or within a reasonable period of time after their nomination or election as a director. The Board of Directors or the Company will encourage directors to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of directors of publicly-traded companies.
VI. MANAGEMENT EVALUATION AND SUCCESSION
- The Board of Directors (not including any members of management of the Company) will conduct an annual review of the performance and compensation of the Chief Executive Officer, taking into account the views and recommendations of the Compensation Committee and Nominating & Governance Committee, as applicable, and as set forth in their respective Charters.
- The Chief Executive Officer will periodically provide a report on succession planning and related development recommendations to the Nominating & Governance Committee, including a short-term succession plan delineating temporary delegation of authority in the event that the Chief Executive Officer or any other executive officer is unexpectedly unable to perform his or her duties.
VII. ANNUAL PERFORMANCE EVALUATION OF THE BOARD
The Board of Directors will conduct a self-evaluation annually to determine whether it and its committees are functioning effectively.
VIII. AMENDMENT, MODIFICATION AND WAIVER
These Guidelines may be amended, modified or waived by the Board of Directors and waivers of these Guidelines may also be granted by the Nominating & Governance Committee, subject to the disclosure and other provisions of the Securities and Exchange Act of 1934, the rules promulgated there under and the applicable rules of the NYSE.
