Download (PDF format)
Governance PrinciplesGovernance Principles
Board Agendas and Meetings
The Non-Executive Chairman of the Board or the Lead Director, as the case may be, shall consult with the Chief Executive Officer and the Secretary of the Company to draft the agenda for each Board meeting and distribute it in advance to the Board. Each Board member is free to suggest the items to be included on the agenda. The agenda includes reports from each committee that has held a meeting since the last Board meeting.
The agenda and supporting materials are distributed to the Board in advance to allow the directors to prepare for discussion of matters at the meeting. Management presentations are made to the Board and its committees regularly on various aspects of the Company's operations.
Board Committees
The Board of Directors has three standing committees: the Audit Committee, the Compensation and Executive Development Committee, and the Governance and Nominating Committee. Each committee has a written charter adopted by the Board of Directors. From time to time, the Board may provide for such other special committees as deemed necessary to carry out its responsibilities. The committee chairmen determine the frequency of meetings consistent with the charters of their respective committees and set meeting times and develop committee agendas. Each committee reports on its actions and discussions to the Board as soon as practicable.
All members of the Audit Committee, the Compensation and Executive Development Committee, and the Governance and Nominating Committee are independent.
Any director may attend and participate in discussions of any Board committee, although formal committee action will only be through the vote of appointed committee members.
Members of the Audit Committee are limited to serving on the audit committee of no more than three public companies.
Executive Sessions of Non-Employee Directors
Non-employee directors meet in executive session (without members of management present) as needed. Executive sessions are included on the agenda of each regularly scheduled Board meeting and are chaired by the Non-Executive Chairman of the Board of Directors or the Lead Director, as the case may be. If any non-employee director is not "independent" under the listing standards of the NYSE, the other non-employee directors shall hold an executive session including only independent directors at least once a year.
Attendance of Non-Directors at Board Meetings
Executive officers and other members of senior management who report directly to the CEO can be present at Board meetings at the invitation of the CEO or the Board. The Board also encourages management from time to time to bring managers into Board meetings who (1) can provide additional insight into the items being discussed because of personal involvement in these areas, and/or (2) who demonstrate future leadership potential.