Corporate Leaders & Governance

In simple terms, corporate governance determines how a company is directed, administered and controlled.  Effective corporate governance is often viewed as an essential part of sustained performance. Our commitment to effective corporate governance is reflected largely in our Principles of Corporate Governance, Principles of Business Conduct, Code of Business Conduct and Ethics for members of the Board, and our charters for the Audit, Directors and Corporate Governance and Human Resources Committees of the Board. Our corporate governance policies and practices comply with Securities and Exchange Commission rules, the listing requirements of the New York Stock Exchange and the corporate governance requirements of the Sarbanes-Oxley Act of 2002, including:

  • The Board of Directors has adopted corporate governance policies;
  • A majority of the Board members are independent of us and our management;
  • All members of the Audit Committee, Human Resources Committee and the Committee on Directors and Corporate Governance are independent;
  • The non-management members of the Board meet regularly without the presence of management, and the independent members of the Board meet at least once a year;
  • We have a code of business conduct that also applies to our principal executive officer, principal financial officer and principal accounting officer and will promptly disclose waivers of the code for these officers;
  • The charters of the Board committees clearly establish their respective roles and responsibilities;
  • We have an ethics office with a hotline available to all employees, and our Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal controls or auditing matters; and
  • The Board, the Committee on Directions and Corporate Governance, the Audit Committee and the Human Resource Committee conduct annual self-assessments, and the Committee on Directions and Corporate Governance evaluates annually the performance of individual directors.

For more information on specific aspects of our corporate governance, click on the links below.

Corporate Governance