Corporate Governance - Highlights

Committee Charters

Governance Documents

The Board of Directors of the Company has long had in place good standards of corporate governance. These include:

  • annual election of directors
  • majority vote plus resignation standard in uncontested elections
  • majority independent board
  • independent board committees
  • lead independent director
  • committee authority to retain advisors
  • robust stock ownership guidelines for executive officer and director
  • proxy access bylaws

Our corporate governance standards and policies are included in our:

  • Guidelines for Corporate Governance that outline the responsibilities of the Board, as well as qualifications for directors to serve on the Board
  • Our Code of Conduct, applicable to all of our directors, officers and employees
  • Code of Ethics that applies to our CEO and our senior financial officers, including, our chief financial officer and our chief accounting officer
  • Committee charters for our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee

The Board of Directors of the Company currently has 11 directors, nine of whom are independent within the meaning of the NYSE listing standards. For purposes of determining independence, we have adopted standards for determining director independence in compliance with the NYSE listing standards, which are fully set forth in our Guidelines for Corporate Governance.

All members of the Audit, Compensation and Nominating and Corporate Governance Committees are independent directors who are nominated and approved by the Board. The roles and responsibilities of these committees are defined in the committee charters adopted by the Board and provide for oversight of, among other things, executive management. The Board of Directors also has established a standing Executive Committee, whose members are all independent.

The above-referenced governance documents comply with applicable SEC rules and NYSE listing standards and are available for viewing by clicking on the appropriate document above.