OUR CORPORATE GOVERNANCE COMMITMENT

We believe that nothing is more important than a company’s reputation for integrity and serving as a responsible fiduciary for its shareholders. We are committed to managing the company for the benefit of our shareholders and are focused on maintaining good corporate governance.

Our Governance Structure

Practices that illustrate this commitment include, but are not limited to:

  • Our Board of Directors is currently comprised of ten Directors, nine of whom are independent, non-employee Directors.
  • Our Board of Directors is elected on an annual basis with a majority vote standard
  • Three of our ten Board members are female, while 60% represent gender and ethnically diverse populations
  • Our Directors conduct annual self-evaluations and participate in orientation and continuing education programs
  • An Enterprise Risk Management evaluation is conducted annually to identify and assess company risk, including climate-related risks
  • Our Board is briefed on ESG performance and plays an active role in assessing risks and identifying opportunities for building a more resilient portfolio
  • Our Board’s Compensation Committee works with independent consultants to conduct annual compensation reviews for our key executives. Each executive’s compensation plan is primarily based on reaching specific performance metrics that are tied to the success of the company. We annually submit “say-on-pay” advisory votes for shareholder consideration and vote. This committee is comprised of four independent Directors
  • Our Board’s Nominating and Corporate Governance Committee is responsible for the effective composition and operation of our Board, including structure, membership, and refreshment. This committee is comprised of four independent Directors who play an active role in managing corporate governance and reputational risk for the company
  • Our Board’s Audit Committee oversees the integrity of our financial statements and compliance with legal and regulatory requirements. This committee selects and oversees our independent registered public accounting firm. It is comprised of four independent Directors, three of which qualify as financial experts

Business Ethics

We are committed to conducting our business according to the highest ethical standards and upholding our corporate responsibilities as a public company operating for the benefit of our shareholders. As such, we have committed to the ideals associated with confirming a Board of Directors (BOD) that is not only gender balanced, but diverse in terms of ethnicity, backgrounds, and expertise. Our Board of Directors has adopted a Code of Business Ethics that applies to our directors, officers, and other team members. It was formed to codify and formalize certain of our long-standing policies and principles that help ensure our business is conducted in accordance with the highest standards of moral and ethical behavior. The Code of Business Ethics includes our commitment to dealing fairly with all of our customers, service providers, suppliers, and competitors. We conduct annual training with our employees regarding ethical behavior and require all employees to acknowledge the terms of, and abide by, our Code of Business Ethics.

We are also committed to a harassment-free workplace, expecting every employee to behave professionally and respectfully. Our employees have access to members of our Board of Directors to report anonymously, if desired, any suspicion of misconduct by any member of our senior management or executive team. The company will not tolerate any form of retaliation against a team member for engaging in a complaint made in good faith. Anonymous reporting is always available through the company’s whistleblower hotline which is tested annually and reported to our Audit Committee quarterly.

We operate in compliance with the U.S. Foreign Corrupt Practices Act (FCPA) and as such, have adopted an Anti-Corruption & Foreign Trade Control Policy as well as an Anti-Money Laundering & Anti-Terrorist Financing Policy. These policies prohibit team members and third parties acting on behalf of our company from corruptly paying, offering, promising, authorizing, taking, soliciting, or accepting for personal benefit, any bribe, kickback, illicit payment, or advantage, in money or in any kind, to or from any foreign official or to or from any other person or entity, including terrorist-related groups. Team members are required to notify our General Counsel if they know of or suspect any possible violation.

We have an internal audit function that evaluates compliance with such policies and procedures.

Risk Management

Our Board of Directors has overall responsibility for risk oversight with a focus on the more significant risks facing our company. Our Board of Directors reviews and oversees our enterprise risk management (ERM) program, which is a company-wide program designed to effectively and efficiently identify and assess management’s visibility into critical company risks and to facilitate the incorporation of risk considerations into decision making. The ERM program does this by clearly defining risks facing the company and bringing together executive management to discuss these risks. This promotes visibility and constructive dialogue around risk at the executive management and Board of Director levels, and facilitates appropriate risk response strategies. Throughout the year, as part of the ERM program, management and the Board of Directors jointly discuss major risks that face our business.

We have an internal Risk Committee that meets quarterly to discuss processes, systems, and any identifiable or potential risks to the company. Material matters are reported to the Board of Directors.

2019 ACCOMPLISHMENTS

  • Announced a third woman, Christie Kelly, to the Board of Directors
  • Nominating/Corporate Governance Board Committee oversight on ESG matters
  • Ongoing strategic planning efforts between Board and management
  • Nominating/Corporate Governance Board Committee continued focus on leadership development and succession planning for executive management
  • Reached out to stockholders collectively representing approximately 53% of shares outstanding, and engaged with stockholders collectively representing approximately 34% of shares outstanding
  • Updated Anti-Corruption & Foreign Trade Control Compliance Policy
  • Introduced a new Policy on Compliance with Anti-Money Laundering & Anti-Terrorist Financing Laws