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Governance PrinciplesGovernance Principles
Director Access to Management and Independent Advisors
Directors have full and free access to officers, employees, the books and records of the Company as well as to the independent auditors. The Board and its committees may, in appropriate circumstances and at Company expense, hire independent advisors, including counsel. Generally, the independent advisors would be engaged with the knowledge of the CEO.
Director Orientation and Continuing Education
Materials are provided to newly appointed directors to acquaint them with the Company's business, industry and corporate governance practices. Senior management and other appropriate personnel and outside advisors are also made available to brief new directors on the Company and the industry. The Company also arranges for directors to visit divisions on an ongoing basis to enable them to better carry out their duties.
Directors are encouraged to take advantage of continuing education opportunities that will enhance their ability to fulfill their responsibilities, and the Company shall reimburse directors for their reasonable expenses in pursuing such opportunities.
Director Compensation
Non-employee directors receive compensation for their services, as determined from time to time by the Board upon recommendation of the Compensation and Executive Development Committee. The Board considers compensation paid to directors at peer companies when establishing the amount paid to Nucor directors. Director compensation is a combination of cash and restricted stock units. It is the policy of the Board that the only remuneration received from Nucor by any non-employee director is compensation for service as a director. Directors who are employees of the Company receive no additional compensation for serving as directors.
Stock Ownership and Retention Guidelines
Each non-employee director is required to own 7,000 shares of common stock (including restricted stock units) of Nucor (predicated upon the number of shares outstanding as of May 31, 2006). This stock ownership requirement shall be adjusted to account for any subsequent stock splits. Each such director is allowed a period of five years after joining the Board to satisfy this requirement. A non-employee director shall retain the shares obtained from the exercise of any option granted under the Nucor Corporation 2005 Stock Option and Award Plan (or any other such plan previously or in the future sponsored by the Company) until the director meets the stock ownership requirement. This policy shall not prevent a director from exercising a stock option through a broker assisted cashless exercise transaction provided that the number of shares sold simultaneously with the exercise is limited to the shares necessary to fund the exercise price and any income and self employment taxes incurred by the director in connection with such exercise.