Governance

Responsible Oversight

The Board provides independent oversight of the company and management to establish and review progress on short-term and long-term business strategy, risk management, executive compensation, and corporate social responsibility and governance.

The following framework ensures accountability to our shareholders through governance policies aligned with best practices:


Annual election of Directors


Independent Board, other than our Chief Executive Officer


Appointment of independent Chairman


Proxy access


No Poison Pill


No excise tax gross-ups under change in control agreements with Executive Officers


Meeting of independent Directors in executive session at every board meeting


Policy against hedging or pledging company stock applicable to all Directors and Executive Officers


Recoupment policy related to unearned equity and cash incentive compensation


Robust stock ownership guidelines for Directors and Executive Officers


Shareholder right to call special meetings


Annual board and committee self-evaluation


Shareholder-approved director fee cap


Double trigger vesting provisions upon change in control and qualifying termination of employment for replacement awards to vest