Governance

Policies Aligned with Shareholders

We place a high priority on continual, proactive engagement with our shareholders to better understand their perspectives about Stanley Black & Decker and the general market. Throughout 2020, we reached out to shareholders representing approximately 65% of our outstanding shares to engage on a broad range of Environmental, Social and Governance (ESG) topics.

The feedback we received from our shareholders was evaluated by management and the Board. The input we received from these engagements helps us better understand our shareholders’ perspectives to evaluate and improve our governance policies. In recent years, the following enhancements were made to our governance policies and disclosures as a result of our extensive engagement:


Proactively adopted a Proxy access provision


Added SASB Disclosure as an enhancement to our existing GRI-Based CSR Reporting


Proactively amended our by-laws to reduce minimum aggregate stock ownership threshold for calling a special meeting from 35% to 25%


Enhanced disclosures on board refreshment and qualifications through the Board Skills Matrix


Enhanced disclosures on the Board’s commitment to diversity—the charter of the corporate governance committee confirms the Board’s commitment to consideration of diversity in the process of identifying director candidates


Additional disclosure to the Proxy explaining how our governance and compensation practices are linked to the corporate vision, strategy and long-term financial objectives


Enhanced disclosure of corporate governance committee oversight of the company’s policies, objectives and practices regarding our environmental management, sustainability and corporate social responsibility

In addition to these governance enhancements, and following our extensive shareholder engagement, the Board has recommended to shareholders at the 2021 Annual Meeting to amend the company’s Certificate of Incorporation and bylaws in order to:


Permit shareholders to act by written consent


Eliminate all express or default supermajority voting requirements


Adopt a majority voting standard for uncontested director elections

Over the past few years, our Board has made changes to our governance practices and policies as a result of our continued engagement. The Board remains committed to maintaining an open dialogue with our shareholders through a robust engagement process.

Recommendations & Shareholder Feedback to Board Presented
Shareholder Engagement for proposals
Shareholder proposals due
Annual shareholder meeting
Review of Governance Best Practices & Recommendations
Annual Shareholder ESG Engagement

Code of Business Ethics

Our Code of Business Ethics reinforces the values and principles of Stanley Black & Decker and guides how we conduct business. All of our Directors, executive officers and employees must know, understand and follow this Code and our polices, with no exceptions.

Our Code of Business Ethics

Anti-Corruption

We have strengthened our anti-corruption policies and increased communication regarding anti-corruption worldwide. We abstain from corrupt practices and always compete fairly for our business opportunities. We do not offer or approve anything of value in order to gain an unlawful advantage. We do not give or offer gifts, travel or entertainment to gain a business advantage. And gifts of cash or cash equivalents are never acceptable.

Our Anti-Corruption Principles