Governance Highlights
We were one of the original signatories to the Commonsense Corporate Governance Principles 2.0, which are intended to provide a basic framework for sound, long-term oriented governance, and our governance practices also comply with the Investor Stewardship Group (ISG) Corporate Governance Principles for U.S. Listed Companies. Our governance highlights include:
RELATING TO THE BOARD
- Entirely independent Board other than the Chairman
- Strong and engaged independent Lead Director
- Entirely independent committees
- Annual review of Board leadership structure
- Annual Board and Committee evaluations
- Demonstrated commitment to Board refreshment
- Regular executive sessions of independent directors
- Meaningful director stock ownership guidelines
- Policy against “overboarding”
- Retirement policy
- Regular review of Committee Charters and Governance Guidelines
- Access to officers and employees
RELATING TO STOCKHOLDER RIGHTS
- One class of voting stock
- One share, one vote
- Annual election of directors
- Majority voting for directors in uncontested election
- Mandatory tender of resignation if majority vote not received in uncontested election
- Proactive, year-round stockholder engagement
- No supermajority voting requirements
- Market-standard proxy access
- Right to call a special meeting
- Right to amend Bylaw
- No poison pill