AGREE REALTY CORPORATION CORPORATE GOVERNANCE GUIDELINES. These guidelines are based on the following core principles:
|
|
- Jonah Greene
- 5 years ago
- Views:
Transcription
1 AGREE REALTY CORPORATION CORPORATE GOVERNANCE GUIDELINES Purpose These corporate governance guidelines, which are guidelines rather than rules, describe the core principles for the governance of Agree Realty Corporation. Detailed statements governing the legal relationship of the board to our shareholders and management and the functions of the board and its committees are set forth in the company s articles of incorporation and bylaws, charters of the committees established by the board, and more detailed guidelines, policies or procedures adopted by the board from time to time. Core Principles These guidelines are based on the following core principles: Agree Realty Corporation is owned by its shareholders The purpose of the board of directors is to oversee the business and affairs of the company as the ultimate decision-making body, except for matters reserved for shareholders by (1) law, (2) rules of the New York Stock Exchange, or (3) Agree Realty s articles of incorporation The board is responsible for: overseeing management s handling of Agree Realty s business and affairs, with a view to enhancing shareholder value over the long term; approving appropriate incentives to align management s interests with those of shareholders; holding management accountable for its management of the business and affairs of the company; maintaining the independence of the board through the director nomination process; furthering an orderly succession plan for the CEO and other management positions; and in general, exercising business judgment in a manner it reasonably believes to be in the best interest of the company.
2 The board of directors believes that good governance depends, above all, on the board and management setting the right tone from the top rather than adopting bright-line rules such as director term limits or mandatory rotation of board committee members. The board encourages directors and management to at all times observe the highest standards of integrity and personal conduct as an example for the entire organization. Qualification of Directors The nominating & governance committee makes recommendations to the board for director nominees and the criteria by which they should be selected. The committee does not have set minimum criteria for directors. Rather, the committee looks for skills and experience that will complement the board s existing make-up. The committee considers the following types of criteria in evaluating candidates, including any candidates suggested by shareholders: independence; personal integrity; leadership skills; strategic thinking; willingness to make a time commitment; and breadth of knowledge about matters affecting Agree Realty and its industry. The nominating & corporate governance committee periodically assesses the skills, characteristics and composition of the board, along with the need for expertise and other relevant factors as it deems appropriate. In light of these assessments, and in light of the standards set forth in these corporate governance guidelines, the nominating & governance committee may seek candidates with specific qualifications and candidates who satisfy other requirements set by the board. We believe our board should be comprised of directors who have had high-level executive experience, have been directors on other boards and have been tested through economic downturns and crises. We believe that it is desirable for board members to possess diverse characteristics of gender, race, ethnicity, and age, and we consider such factors in board evaluation and in the identification of candidates for board membership. There is no mandatory age for director retirement. The nominating and governance committee believes that there is no one-to-one correlation between age and ability and that the committee can better assure a quality board of directors through the nominating process generally. Voting Standard for the Election of Directors Any nominee for director in an uncontested election who receives a greater number of votes withheld from his or her election than votes for such election shall tender his or her resignation for consideration by the nominating & corporate governance committee. The nominating & corporate governance committee shall recommend to the board the action to be taken with respect to the resignation. The board will publicly disclose its decision within 90 days of the certification of the election results.
3 Independence of Directors A majority of directors must be independent. In evaluating independence, the nominating and governance committee and the board consider the New York Stock Exchange definition of independence and also evaluate the director s or nominee s ability to exercise independent judgment. In determining independence the following commercial relationships will not be considered to be material relationships that would impair a director s independence: If an Agree Realty director or his or her immediate family member is an executive officer of another company that does business with Agree Realty and the annual payments by Agree Realty to the other company are less than 1% of the annual consolidated revenues of the other company; If an Agree Realty director or his or her immediate family member is an executive officer of another company which is indebted to Agree Realty, or to which Agree Realty is indebted, and the total amount of either company s indebtedness to the other is less than 1% of the total consolidated assets of the other company.
4 The nominating & governance committee and the board of directors will annually review all commercial relationships of directors and determine whether directors meet these categorical independence tests. The board may determine that directors or nominees for director who do not meet these categorical independence tests may nevertheless be independent where they are independent-minded and are not disqualified under New York Stock Exchange rules from being deemed independent. Director Responsibilities and Authority Primary director responsibilities are outlined above under Core Principles. The following are guidelines rather than rules regarding director responsibilities and authority. Meetings Regular meetings of the board of directors are held at least four times each year. Special meetings are held on an as-needed basis. Background materials are furnished to directors before each regularly scheduled meeting, and each director is responsible for reviewing these materials before the meeting. Background materials for special meetings are provided in advance to the extent feasible under the circumstances. Directors are encouraged to attend all meetings, in person or by telephone, of the board and each board committee of which they are members, absent unavoidable scheduling conflicts. Directors are encouraged to attend annual meetings of shareholders, especially when the annual meeting is scheduled on the same day as a board meeting. The non-management directors meet separately as a group at least two times a year. The non-management directors select a director to chair the meetings and the chairman acts as a liaison between the board and management. Director Education New directors will be encouraged to participate in orientation or education programs developed by the nominating & governance committee. Director Access to Management and Independent Advisors Directors have access to management at all times to discuss such matters and obtain such information as may be necessary or desirable to assist them in the performance of their
5 duties as directors. Members of management attend board meetings, other than nonmanagement sessions of the non-management directors, to provide directors with information about Agree Realty s business and performance. Directors also have access to company counsel and Agree Realty s independent auditors. Upon board approval, the directors as a group, or groups of directors, such as the independent directors, may retain their own independent advisors, including counsel or financial advisors, to provide advice to them as necessary or appropriate, at the Company s expense. Committees of the Board of Directors The board of directors establishes committees from time to time to assist in the performance of its duties. The board has established the following committees, each of which has its own charter describing its membership and functions: Audit Committee - The audit committee oversees the financial reporting process, internal controls, and appointment and compensation of independent auditors. Compensation Committee The compensation committee oversees the compensation of management, including compensation plans and makes recommendations concerning leadership development and succession planning. Nominating & Governance Committee The nominating & governance committee oversees the director nomination process, recommends appointments to board committees, oversees annual self-performance evaluation of the board and makes corporate governance recommendations to the board. Executive Committee The executive committee has the authority to acquire and dispose of real property and the power to authorize the execution of certain contracts and agreements, including those relating to the borrowing of money by the Company and also handles ministerial matters requiring board approval, excluding (1) approval of dividends and (2) matters reserved to the full board by law or rules of the New York Stock Exchange. Director Compensation Director compensation is established with a view to: attracting highly qualified non-management directors; fairly compensating non-management directors for their time and effort on behalf of shareholders; and aligning the interests of non-management directors with those of shareholders.
6 Management Succession The compensation committee evaluates the performance of and approves compensation arrangements for the chief executive officer and is responsible for making recommendations to the board for succession planning for the chief executive officer position. Succession planning includes plans designed to ensure continuity of policies and leadership in the event of an emergency.
Oceaneering International, Inc. Corporate Governance Guidelines
Oceaneering International, Inc. Corporate Governance Guidelines 1. Director Qualifications The Company s Bylaws provide that the Board of Directors (the Board ) will not be less than three nor more than
GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014
GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES Amended: December 9, 2014 Introduction The Board of Directors (the Board ) of Great Plains Energy Incorporated (the Company
UIL HOLDINGS CORPORATION CORPORATE GOVERNANCE GUIDELINES. Amended March 24, 2015
UIL HOLDINGS CORPORATION CORPORATE GOVERNANCE GUIDELINES Amended March 24, 2015 The Board of Directors (the Board ) of UIL Holdings Corporation ( UIL Holdings or the Company ) has adopted the following
BATS Global Markets, Inc. a Delaware corporation (the Company ) Corporate Governance Guidelines Adopted March 28, 2012
BATS Global Markets, Inc. a Delaware corporation (the Company ) Corporate Governance Guidelines Adopted March 28, 2012 These guidelines have been approved and adopted by the Board of Directors of the Company
Fluor Corporation. Corporate Governance Guidelines
Effective: 10/29/14 Supersedes: 02/06/14 Fluor Corporation Corporate Governance Guidelines The Board of Directors of Fluor Corporation (the "Company") has adopted the corporate governance guidelines set
PRECISION CASTPARTS CORP. Corporate Governance Guidelines. Criteria For Selecting Members Of The Board Of Directors
I. Director Qualifications PRECISION CASTPARTS CORP. Corporate Governance Guidelines Criteria For Selecting Members Of The Board Of Directors The Board of Directors (the Board ) of Precision Castparts
QUICKLOGIC CORPORATION CORPORATE GOVERNANCE GUIDELINES
PURPOSE: The Board of Directors ( Board ) of QuickLogic Corporation (the Company ) has adopted the following guidelines to assist the Board in its effective governance over QuickLogic s affairs for the
CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY. Adopted as of August 4, 2014
CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY Adopted as of August 4, 2014 The Board of Directors (the Board ) of Tribune Publishing Company (the Company ) is elected by the stockholders
VIAD CORP. Corporate Governance Guidelines
VIAD CORP Corporate Governance Guidelines 1. Director Qualifications The Board will have a majority of directors who meet the criteria for independence required by the New York Stock Exchange. To be considered
CORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES The corporate governance standards established by the Board of Directors (the Board ) of Rackspace Hosting, Inc. (the Company ) provide a structure within which directors
WAL-MART STORES, INC. CORPORATE GOVERNANCE GUIDELINES
WAL-MART STORES, INC. CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Wal-Mart Stores, Inc. (the Company ) to assist
INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES
INVITAE CORPORATION CORPORATE GOVERNANCE GUIDELINES A. The Roles of the Board of Directors and Management 1. The Board of Directors The business of Invitae Corporation (the Company ) is conducted under
Corporate Governance Guidelines
Corporate Governance Guidelines IDEXX Laboratories, Inc. Introduction The Board of Directors (the Board ) of IDEXX Laboratories, Inc. (the Company ) has adopted the following Corporate Governance Guidelines
Corporate Governance Principles and Policies
Amended and Restated as of March 2015 Corporate Governance Guidelines I. Introduction The Board of Directors (the Board ) of The Goldman Sachs Group, Inc. (the Company ), acting on the recommendation of
January 29, 2015 1. Role of the Board of Directors ( The Board ) and Director Responsibilities 2. Selection of Chairman 3.
January 29, 2015 1. Role of the Board of Directors ( The Board ) and Director Responsibilities The role of the Board is to oversee the management of the Corporation and to represent the interests of all
CORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Nominating and Corporate Governance Committee (the Governance Committee ) of the Board of Directors (the Board ) of Hilton Worldwide Holdings Inc. (the
Corporate Governance Guidelines Altria Group, Inc.
Corporate Governance Guidelines Altria Group, Inc. Table of Contents A. ROLE AND RESPONSIBILITY OF THE BOARD B. BOARD COMPOSITION, STRUCTURE AND POLICIES 1. Board Size 2. Independence of Directors 3. Annual
JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES
JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES Role of the Board of Directors The primary responsibilities of the Board of Directors of the Company (the Board ) are oversight, counseling
SANTANDER CONSUMER USA HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES
SANTANDER CONSUMER USA HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES Good governance, ethical conduct, accountability and transparency are essential to the success of a public company. The Board of Directors
JERNIGAN CAPITAL, INC. CORPORATE GOVERNANCE GUIDELINES
JERNIGAN CAPITAL, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Jernigan Capital, Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines
WAL-MART STORES, INC. CORPORATE GOVERNANCE GUIDELINES
WAL-MART STORES, INC. CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Wal-Mart Stores, Inc. (the Company ) to assist
PUBLIC STORAGE CORPORATE GOVERNANCE GUIDELINES AND TRUSTEES CODE OF ETHICS
PUBLIC STORAGE CORPORATE GOVERNANCE GUIDELINES AND TRUSTEES CODE OF ETHICS Selection and Composition of the Board 1. Board Membership Criteria The Board of Trustees (the Board ) of Public Storage (the
KAISER ALUMINUM CORPORATION CORPORATE GOVERNANCE GUIDELINES
Responsibility of the Board KAISER ALUMINUM CORPORATION CORPORATE GOVERNANCE GUIDELINES The primary mission of the Board of Directors of the Company is to advance the interests of the Company s stockholders
ORGANOVO HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES
ORGANOVO HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES 1. General. The Board of Directors (the Board ) of Organovo Holdings, Inc. (the Company ) has the responsibility to organize its functions and conduct
WILLBROS GROUP, INC.
WILLBROS GROUP, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS NOVEMBER 18, 2011 1. Director Qualifications The Board of Directors (the "Board") will have a majority of directors who meet
BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014)
BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014) INTRODUCTION The Board of Directors (the Board ) of Benchmark Electronics, Inc. (the Company
NEW YORK LIFE INSURANCE COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES
NEW YORK LIFE INSURANCE COMPANY BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES The New York Life Insurance Company Board of Directors (the Board of Directors or Board ) recognizes its responsibility
WORKIVA INC. CORPORATE GOVERNANCE GUIDELINES
WORKIVA INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Workiva Inc. (the Company ) has established the following guidelines for the conduct and operation of the Board. These
METHANEX CORPORATION CORPORATE GOVERNANCE PRINCIPLES
METHANEX CORPORATION CORPORATE GOVERNANCE PRINCIPLES CORPORATE GOVERNANCE PRINCIPLES TABLE OF CONTENTS 1. OBJECT OF THESE CORPORATE GOVERNANCE PRINCIPLES 3 2. CODE OF ETHICS 3 3. BOARD RESPONSIBLITIES
CHICO S FAS, INC. CORPORATE GOVERNANCE GUIDELINES. The Board may review and revise these guidelines from time to time as necessary.
CHICO S FAS, INC. CORPORATE GOVERNANCE GUIDELINES Introduction The Board of Directors (the Board ) of Chico FAS, Inc. (the Company ) has developed corporate governance guidelines to help it fulfill its
Corporate Governance Guidelines Table of Contents
Corporate Governance Guidelines Table of Contents 1. Classification and Definition of Directors 2. Mix of Independent and Management Directors 3. Size of the Board 4. Board Membership Criteria 5. Selection
Cerner Corporation Corporate Governance Guidelines
Cerner Corporation Corporate Governance Guidelines The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ), and together with charters of
PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES
PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES I. Board of Directors The business and affairs of the Corporation are managed under the direction of the Board of Directors. The Board represents the
I. The Role of the Board of Directors II. Director Qualifications III. Director Independence IV. Director Service on Other Public Company Boards
Corporate Governance Guidelines The Board of Directors (the Board ) of (the Corporation ) has adopted these governance guidelines. The guidelines, in conjunction with the Corporation s articles of incorporation,
Coach, Inc. Corporate Governance Principles
Coach, Inc. Corporate Governance Principles The following principles have been approved by the Board of Directors and, along with the charters and protocols of the Board committees, provide the framework
EMC CORPORATION. Corporate Governance Guidelines
EMC CORPORATION Corporate Governance Guidelines The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of EMC Corporation (the Company
AMERICAN EXPRESS COMPANY CORPORATE GOVERNANCE PRINCIPLES (as amended and restated as of February 23, 2015)
AMERICAN EXPRESS COMPANY CORPORATE GOVERNANCE PRINCIPLES (as amended and restated as of February 23, 2015) 1) Director Qualifications A significant majority of the Board of Directors shall consist of independent,
Guidelines for Corporate Governance
The following Guidelines for Corporate Governance have been adopted by the Board of Directors ( Board ) of MAXIMUS, Inc. (the Company ) to serve as a guide for the exercise of the Board s responsibilities.
Corporate Governance Principles of Zoetis Inc. (the "Company")
Corporate Governance Principles of Zoetis Inc. (the "Company") Composition and Selection of the Board of Directors; Principal Roles and Responsibilities 1. General. The Board of Directors of the Company,
CORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES As Approved by the Board of Directors on December 6, 2013 Responsibilities of the Board of Directors The Board of Directors, which is elected by the shareholders, is the
The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 5/11/15)
The Kroger Co. Board of Directors Guidelines on Issues of Corporate Governance (Rev. 5/11/15) THE KROGER CO. BOARD OF DIRECTORS GUIDELINES ON ISSUES OF CORPORATE GOVERNANCE The Kroger Co. Board of Directors
Corporate Governance Guidelines
Corporate Governance Guidelines ROLE OF THE BOARD: The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of
CORPORATE GOVERNANCE GUIDELINES OF AUTOLIV, INC. Amended as of May 5, 2014
CORPORATE GOVERNANCE GUIDELINES OF AUTOLIV, INC. Amended as of May 5, 2014 The following Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Autoliv Inc. (the Company
RALLY SOFTWARE DEVELOPMENT CORP. CORPORATE GOVERNANCE GUIDELINES
RALLY SOFTWARE DEVELOPMENT CORP. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Rally Software Development Corp. ( Rally ) has established the following guidelines for the conduct
LEUCADIA NATIONAL CORPORATION CORPORATE GOVERNANCE GUIDELINES
LEUCADIA NATIONAL CORPORATION CORPORATE GOVERNANCE GUIDELINES 1. The Board of Directors The Board of Directors of Leucadia National Corporation (the Company ) shall at all times represent the interests
Wolverine World Wide, Inc. Corporate Governance Guidelines
Wolverine World Wide, Inc. Corporate Governance Guidelines The following Corporate Governance Guidelines have been approved by the Board of Directors (the Board ) of Wolverine World Wide, Inc. ( Wolverine
GUIDELINES AS TO THE ROLE, ORGANIZATION AND GOVERNANCE OF THE BOARD OF DIRECTORS
GUIDELINES AS TO THE ROLE, ORGANIZATION AND GOVERNANCE OF THE BOARD OF DIRECTORS The following guidelines ( Guidelines ) have been adopted by the Board of Directors (the Board ) of Cooper Tire & Rubber
Corporate Governance Guidelines. Cathay General Bancorp. As adopted March 15, 2012, and amended March 20, 2014
Corporate Governance Guidelines of Cathay General Bancorp As adopted March 15, 2012, and amended March 20, 2014 The following Corporate Governance Guidelines have been adopted by the Board of Directors
Corporate Governance Guidelines. 1. The Board of Directors
Corporate Governance Guidelines 1. The Board of Directors The Board of Directors (the Board ) of Zep Inc. (the Company ) is elected by the stockholders of the Company. The Board s primary goal is to maximize
AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013
I. Purpose of Guidelines AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors as of December 9, 2013 These corporate governance guidelines are intended to set a proper
ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (January 10, 2014)
ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (January 10, 2014) 1. Director Qualifications A majority of the members of the Board of Directors (the Board ) of Oracle Corporation ( Oracle ) must qualify
DIPLOMAT PHARMACY, INC. Corporate Governance Guidelines
DIPLOMAT PHARMACY, INC. Corporate Governance Guidelines Effective October 9, 2014 A. Purpose The Board of Directors (the "Board") of the Company has adopted the following Corporate Governance guidelines
Corporate Governance Guidelines of IMS Health Holdings, Inc.
Corporate Governance Guidelines of IMS Health Holdings, Inc. SELECTION AND COMPOSITION OF BOARD OF DIRECTORS Size of the Board Our charter and by-laws provide that the board of directors consist of not
Immune Therapeutics. Corporate Governance Guidelines.
Immune Therapeutics Corporate Governance Guidelines The Board of Directors has adopted these Guidelines in order to reflect the Company s commitment to good corporate governance. The Board believes that
WEC Energy Group, Inc. Board of Directors Corporate Governance Guidelines (Adopted on August 28, 1996; Revised July 16, 2015)
WEC Energy Group, Inc. Board of Directors Corporate Governance Guidelines (Adopted on August 28, 1996; Revised July 16, 2015) ROLE OF THE BOARD The primary responsibility of the Board is to provide effective
El Paso Electric Company A Texas corporation (the Company ) Corporate Governance Guidelines. 1. Composition of the Board and Board Membership Criteria
El Paso Electric Company A Texas corporation (the Company ) Corporate Governance Guidelines As Amended September 28, 2015, November 20, 2014, November 18, 2010, March 2, 2007 and September 15, 2005 Originally
Corning Incorporated Corporate Governance Guidelines
Corning Incorporated Corporate Governance Guidelines The Board of Directors of Corning Incorporated, acting on the recommendation of its Nominating and Corporate Governance Committee, has adopted these
PDC Energy, Inc. Corporate Governance Guidelines
PDC Energy, Inc. Corporate Governance Guidelines As Amended June 4, 2015 The Board of Directors (the "Board") of PDC Energy, Inc. ( PDC or the Company ) has adopted these guidelines to promote the effective
CORPORATE GOVERNANCE GUIDELINES OF PERFORMANCE FOOD GROUP COMPANY
CORPORATE GOVERNANCE GUIDELINES OF PERFORMANCE FOOD GROUP COMPANY The Board of Directors is committed to achieving business success and enhancing longterm shareholder value while maintaining the highest
CHESAPEAKE ENERGY CORPORATION CORPORATE GOVERNANCE PRINCIPLES. (Amended as of June 13, 2014)
CHESAPEAKE ENERGY CORPORATION CORPORATE GOVERNANCE PRINCIPLES (Amended as of June 13, 2014) 1. The Role of the Board of Directors The Board of Directors is responsible for the oversight of the Corporation
EDISON INTERNATIONAL CORPORATE GOVERNANCE GUIDELINES. Adopted by the Board of Directors. February 26, 2015
EDISON INTERNATIONAL CORPORATE GOVERNANCE GUIDELINES Adopted by the Board of Directors February 26, 2015 These Corporate Governance Guidelines reflect current policies of the Board of Directors for the
CORPORATE GOVERNANCE GUIDELINES SYNACOR, INC. BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES
CORPORATE GOVERNANCE GUIDELINES SYNACOR, INC. BOARD OF DIRECTORS GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES A. BOARD COMPOSITION 1. Selection of Chairman and CEO It is the policy of the Board
Approved by ALLETE Board of Directors on October 25, 2013. ALLETE, Inc. Board of Directors. Corporate Governance Guidelines
Approved by ALLETE Board of Directors on October 25, 2013 ALLETE, Inc. Board of Directors Corporate Governance Guidelines Approved by ALLETE Board of Directors on October 25, 2013 BOARD ROLES AND RESPONSIBILITIES...
WELLS FARGO & COMPANY CORPORATE GOVERNANCE GUIDELINES
WELLS FARGO & COMPANY CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Wells Fargo & Company (the Company ), based on the recommendation of its Governance and Nominating Committee,
The Procter & Gamble Company Board of Directors Governance & Public Responsibility Committee Charter
The Procter & Gamble Company Board of Directors Governance & Public Responsibility Committee Charter I. Purposes. The Governance & Public Responsibility Committee of the Board (the Committee ) is appointed
Board of Directors Charter and Corporate Governance Guidelines
INTRODUCTION The Board of Directors (the Board ) of Molson Coors Brewing Company (the Company ) has developed and adopted this set of corporate governance principles and guidelines (the Guidelines ) to
Principles of Corporate Governance
Principles of Corporate Governance Johnson & Johnson is governed by the values set forth in Our Credo, created by General Robert Wood Johnson in 1943. These values have guided us for many years and will
Corporate Governance Guidelines
Corporate Governance Guidelines The Board of Directors (the Board ) of Och-Ziff Capital Management Group LLC (the Company ) has adopted the following Corporate Governance Guidelines as a framework for
CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES
CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES Approved by the Board on December 12, 2012, as amended on March 6, 2013 and September 3, 2014 The following Corporate Governance Guidelines have been
HEALTH CARE REIT, INC. CORPORATE GOVERNANCE GUIDELINES
HEALTH CARE REIT, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Health Care REIT, Inc. ( HCN ) has adopted these guidelines to promote the effective functioning of the Board
Seritage Growth Properties. Corporate Governance Guidelines
Seritage Growth Properties Corporate Governance Guidelines The Board of Trustees (the Board ) of Seritage Growth Properties (the Company ) is committed to the maximization of shareholder value while adhering
CORPORATE GOVERNANCE GUIDELINES
I. Introduction CORPORATE GOVERNANCE GUIDELINES The Board of Trustees of Urban Edge Properties (the Trust ), acting on the recommendation of its Corporate Governance and Nominating Committee, has developed
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CORPORATE GOVERNANCE GUIDELINES MAY 11, 2015
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CORPORATE GOVERNANCE GUIDELINES MAY 11, 2015 The following Corporate Governance Guidelines have been adopted by the Board of Directors (the Board
BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES
BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES The following are the corporate governance principles and practices of the Board of Trustees of Brandywine Realty Trust (the Company
THE GEO GROUP, INC. CORPORATE GOVERNANCE GUIDELINES
THE GEO GROUP, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the "Board") of The GEO Group, Inc. ("The GEO Group" or the "Corporation") has adopted these guidelines to promote the effective
Corporate Governance Guidelines
Board Composition and Selection Organization Corporate Governance Guidelines The Board shall consist of a minimum of 5 and a maximum of 20 directors, as determined from time to time by the directors following
Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013)
Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013) These Board Governance Guidelines, adopted by the Board of Directors (the Board ) of Motorola Solutions, Inc. (the Company
CSX CORPORATION. Board of Directors. Corporate Governance Guidelines
CSX CORPORATION Board of Directors Corporate Governance Guidelines The following guidelines have been adopted by the Board of Directors and, together with the charters of the standing Board committees,
HYATT HOTELS CORPORATION CORPORATE GOVERNANCE GUIDELINES
HYATT HOTELS CORPORATION CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Hyatt Hotels Corporation
MAXIM INTEGRATED PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. (Adopted by the Board of Directors on April 6, 2007)
MAXIM INTEGRATED PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES (Adopted by the Board of Directors on April 6, 2007) The following guidelines have been approved by the Board of Directors (the Board ) of
MERCK & CO., INC. POLICIES OF THE BOARD. Specifically, the Board, as a body or through its committees or members, should
MERCK & CO., INC. POLICIES OF THE BOARD (1) Philosophy and functions of the Board The primary mission of the Board is to represent and protect the interests of the Company s shareholders. In so doing,
Corporate Governance Guidelines. Apartment Investment and Management Company. Adopted as of March 8, 2004 (last updated July 2010)
Corporate Governance Guidelines of Apartment Investment and Management Company Adopted as of March 8, 2004 (last updated July 2010) Corporate Governance Guidelines of Apartment Investment and Management
MeadWestvaco Corporation
MeadWestvaco Corporation CORPORATE GOVERNANCE PRINCIPLES The mission of the Board of Directors is to foster the success of MeadWestvaco Corporation, including the enhancement of long-term shareholder value.
CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014)
CORPORATE GOVERNANCE GUIDELINES (as amended and restated on January 20, 2014) The Board of Directors (the Board or individually Director ) of Symantec Corporation (the Company ) represents the interests
Corporate Governance Guidelines
Corporate Governance Guidelines The following corporate governance guidelines have been approved and adopted by the Board of Directors (the Board ) of Visa Inc. (the Company ), and along with the charters
EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES
2014 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the Board ) is to promote the best interests of the Company through overseeing
General Finance Corporation Corporate Governance Guidelines
Introduction General Finance Corporation Corporate Governance Guidelines The Board of Directors (the Board ) of General Finance Corporation ( General Finance ) approved the following corporate governance
MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines
MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines A. ROLE AND RESPONSIBILITY OF THE BOARD The Board of Directors (the "Board") primary responsibility is to foster Mondelēz International Inc.
CARE.COM, INC. CORPORATE GOVERNANCE GUIDELINES
CARE.COM, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Care.com, Inc. (the Company ) has adopted the following Corporate Governance Guidelines (these Guidelines ) to assist
INTUITIVE SURGICAL, INC. CORPORATE GOVERNANCE GUIDELINES
INTUITIVE SURGICAL, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Intuitive Surgical, Inc., a Delaware corporation (the Company ), has adopted the following Corporate Governance
THE GAP, INC. CORPORATE GOVERNANCE GUIDELINES (As of February 1, 2015)
THE GAP, INC. CORPORATE GOVERNANCE GUIDELINES (As of February 1, 2015) The board has developed corporate governance practices to help fulfill its responsibility to the shareholders. These practices are
ROSE ROCK MIDSTREAM GP, LLC CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF THE BOARD OF DIRECTORS
Reviewed December 11, 2014 ROSE ROCK MIDSTREAM GP, LLC CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF THE BOARD OF DIRECTORS Rose Rock Midstream GP, LLC (the GP ), as the general partner of Rose Rock
EPIQ SYSTEMS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
EPIQ SYSTEMS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER Organization There will be a committee of the Board of Directors (the Board ) of Epiq Systems, Inc. (the
Transocean Ltd. Corporate Governance Guidelines
Transocean Ltd. Corporate Governance Guidelines Transocean Ltd. ("Company") believes that the cornerstone of good corporate governance is the quality of leadership of the Board of Directors ("Board") and
T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES
T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES Purpose. The Board of Directors (the Board ) of T-Mobile US, Inc. (the Company ) has developed these corporate governance guidelines (the Guidelines )
SPEED COMMERCE, INC. Corporate Governance Guidelines
SPEED COMMERCE, INC. Corporate Governance Guidelines The Board of Directors (the Board ) of Speed Commerce, Inc. (the Company ), acting on the recommendation of the Governance and Nominating Committee,
W. R. BERKLEY CORPORATION. Corporate Governance Guidelines
W. R. BERKLEY CORPORATION Corporate Governance Guidelines General Philosophy The business and affairs of W. R. Berkley Corporation (the Company ) shall be managed by or under the direction of its Board
PFIZER INC. CORPORATE GOVERNANCE PRINCIPLES
PFIZER INC. CORPORATE GOVERNANCE PRINCIPLES Role and Composition of the Board of Directors 1. General. The Board of Directors, which is elected by the shareholders, is the ultimate decision-making body
PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES. As of November 20, 2014
PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES As of November 20, 2014 The Board of Directors (the Board ) of PepsiCo, Inc. (the Corporation ), acting on the recommendation of its Nominating and Corporate
DEVON ENERGY CORPORATION CORPORATE GOVERNANCE GUIDELINES
DEVON ENERGY CORPORATION CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Devon Energy Corporation (the Company ) has adopted the following Corporate Governance Guidelines specifically