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Governance PrinciplesGovernance Principles
Annual Performance Evaluation of the Board
The Board and each of its committees perform annual self-evaluations. The assessments focus on the Board's contribution to the Company and specifically focus on areas in which the directors believe that the Board or any of its committees could improve. The effectiveness and contributions of individual directors are also evaluated and are considered each time a director stands for renomination.
CEO Performance Evaluation
At the end of each year, the non-employee directors meet in executive session to discuss the CEO's performance. The non-employee directors use the results of this performance evaluation when reviewing the CEO's salary, bonus and other incentive and equity compensation. The non-employee directors then meet with the CEO to discuss the performance evaluation and compensation.
Notice of Director Resignation, Retirement or Refusal to Stand for Re-Election
Any director who intends to resign or retire from, or refuse to stand for re-election for, the Board for any reason should communicate his or her intention in writing to the Secretary of the Company no later than the close of business on the second business day after making a final determination to do so.
Director Retirement
The mandatory retirement date for a non-employee director is the annual meeting following a director's 72nd birthday. Upon resignation or retirement from the Company, all employee directors, including the CEO, shall resign from the Board.
Change in Job Responsibilities
Directors who have a change or termination in their principal employment or who have a substantial change in job responsibilities shall promptly tender their resignation for consideration by the Governance and Nominating Committee. The Committee shall evaluate the director's tendered resignation to determine whether it is appropriate for such director to continue on the Board in light of the changed circumstances and shall recommend to the Board whether to accept or reject such resignation.
Other Directorships or Engagements
In addition to service on this Board, directors shall not serve on more than five public company boards. A director who is a CEO of a public company may serve on the board of that company but shall not serve on more than one other public company board in addition to this Board. Directors must seek prior approval from the Board before becoming a director of another for-profit company. Directors must also seek prior approval from the Board before becoming an employee of, or accepting an engagement as an advisor or consultant to, any for-profit organization that competes with any business of Nucor, or which owns or may be reasonably expected to acquire an interest in a business that competes with any business of Nucor. The Governance and Nominating Committee will determine, in each instance, whether there may be a potential conflict of interest for the director to accept such position or engagement and make a recommendation to the Board with respect to approval.