The document outlines corporate governance guidelines for Centex Corporation's Board of Directors. It discusses the structure of the Board, including its committees, and the selection and qualifications of directors. It also covers director independence standards, related party transactions, stockholder nominations, director resignations, and director responsibilities. The guidelines are intended to reflect the principles and practices that the Board will follow in carrying out its oversight duties.
These governance guidelines have been approved by the Chevron Board of Directors and establish the framework for governance of the corporation along with other documents. The guidelines cover topics such as the role and responsibilities of the board, criteria for board membership and director independence, selection of new directors, board size and composition, director retirement, board committees, the lead director role, executive sessions, business conduct policies, succession planning, director compensation, education and evaluation of board performance.
The document outlines the corporate governance guidelines of Office Depot, Inc. It discusses [1] the composition of the board, including the election of chair and lead director, size of the board, and selection of board candidates; [2] requirements for board membership including independence, retirement age, and term limits; and [3] processes for board meetings, including agenda setting, executive sessions, and interaction with management and advisors. The guidelines are intended to assist the board in exercising its responsibilities under relevant laws and regulations.
The document outlines Office Depot's corporate governance guidelines. It discusses the board composition including the election of the chair and lead director. It also covers director independence, selection of candidates, orientation and continuing education. The document provides guidance on board meetings, committees, leadership development, conflicts of interest and an annual review of the CEO.
The document outlines the corporate governance guidelines of Perini Corporation. It discusses (1) the composition and responsibilities of the Board of Directors, including director qualifications and independence, (2) the roles and responsibilities of Board committees, and (3) policies regarding Board performance evaluation, director orientation, management succession planning, and the company's code of business conduct. The guidelines are intended to assist the Board in exercising its duties to stakeholders.
The document outlines 27 corporate governance guidelines for Walgreen Co., including:
1) The board believes the roles of chairman and CEO should be considered during succession planning based on circumstances.
2) The board may designate a lead independent director to strengthen board oversight and communication.
3) The board has four standing committees - audit, compensation, nominating and governance, and finance - and only independent directors may serve on the first three.
4) Director responsibilities include attending meetings, reviewing materials, providing oversight of management and major strategies, and annually evaluating board performance.
The document outlines corporate governance guidelines for Integrys Energy Group, including board structure, responsibilities, and operations. Key points include:
- The board's mission is to maximize shareholder value and oversee management in an ethical manner.
- The board will have 9-15 directors, a minimum of 2/3 must be independent. If the chairman is not independent, an independent lead director is selected.
- Board committees include audit, compensation, governance, and others. Committees are comprised mostly of independent directors.
- The guidelines cover director qualifications, compensation, tenure, conflicts of interest, and expectations for board involvement and continuing education.
The document outlines corporate governance guidelines for Kohl's Corporation. It discusses the authority and responsibilities of the board of directors in overseeing management and the company's business. The document also covers board structure, selection criteria for directors, committee composition, and policies regarding board operations, performance evaluations, and ethical standards.
Important Things I Proposed to Include in a Japan CG CodeNicholas Benes
This document outlines suggestions for important topics to include in Japan's Corporate Governance Code. It proposes that companies should establish Corporate Governance Guidelines covering board practices, mission/values, management oversight, ethics policies, and procedures for takeover bids. It also recommends that boards should be responsible for company success, include at least 1/3 independent directors, form committees including nomination and compensation, and establish policies on director independence, service limits, and succession planning.
These governance guidelines have been approved by the Chevron Board of Directors and establish the framework for governance of the corporation along with other documents. The guidelines cover topics such as the role and responsibilities of the board, criteria for board membership and director independence, selection of new directors, board size and composition, director retirement, board committees, the lead director role, executive sessions, business conduct policies, succession planning, director compensation, education and evaluation of board performance.
The document outlines the corporate governance guidelines of Office Depot, Inc. It discusses [1] the composition of the board, including the election of chair and lead director, size of the board, and selection of board candidates; [2] requirements for board membership including independence, retirement age, and term limits; and [3] processes for board meetings, including agenda setting, executive sessions, and interaction with management and advisors. The guidelines are intended to assist the board in exercising its responsibilities under relevant laws and regulations.
The document outlines Office Depot's corporate governance guidelines. It discusses the board composition including the election of the chair and lead director. It also covers director independence, selection of candidates, orientation and continuing education. The document provides guidance on board meetings, committees, leadership development, conflicts of interest and an annual review of the CEO.
The document outlines the corporate governance guidelines of Perini Corporation. It discusses (1) the composition and responsibilities of the Board of Directors, including director qualifications and independence, (2) the roles and responsibilities of Board committees, and (3) policies regarding Board performance evaluation, director orientation, management succession planning, and the company's code of business conduct. The guidelines are intended to assist the Board in exercising its duties to stakeholders.
The document outlines 27 corporate governance guidelines for Walgreen Co., including:
1) The board believes the roles of chairman and CEO should be considered during succession planning based on circumstances.
2) The board may designate a lead independent director to strengthen board oversight and communication.
3) The board has four standing committees - audit, compensation, nominating and governance, and finance - and only independent directors may serve on the first three.
4) Director responsibilities include attending meetings, reviewing materials, providing oversight of management and major strategies, and annually evaluating board performance.
The document outlines corporate governance guidelines for Integrys Energy Group, including board structure, responsibilities, and operations. Key points include:
- The board's mission is to maximize shareholder value and oversee management in an ethical manner.
- The board will have 9-15 directors, a minimum of 2/3 must be independent. If the chairman is not independent, an independent lead director is selected.
- Board committees include audit, compensation, governance, and others. Committees are comprised mostly of independent directors.
- The guidelines cover director qualifications, compensation, tenure, conflicts of interest, and expectations for board involvement and continuing education.
The document outlines corporate governance guidelines for Kohl's Corporation. It discusses the authority and responsibilities of the board of directors in overseeing management and the company's business. The document also covers board structure, selection criteria for directors, committee composition, and policies regarding board operations, performance evaluations, and ethical standards.
Important Things I Proposed to Include in a Japan CG CodeNicholas Benes
This document outlines suggestions for important topics to include in Japan's Corporate Governance Code. It proposes that companies should establish Corporate Governance Guidelines covering board practices, mission/values, management oversight, ethics policies, and procedures for takeover bids. It also recommends that boards should be responsible for company success, include at least 1/3 independent directors, form committees including nomination and compensation, and establish policies on director independence, service limits, and succession planning.
pulte homes _CorporateGovernanceGuidelines_2009finance42
The document outlines the corporate governance guidelines of Pulte Homes, Inc. It discusses the structure of the board, including selection of board members, independence requirements, term limits, age policy, and election procedures. It also covers board procedural matters such as agenda setting, meeting frequency, access to management and advisors, and committee responsibilities. The guidelines are intended to assist the board in exercising its responsibilities to enhance shareholder value over the long term.
The board composition must meet the standards set by law and best practice to ensure good corporate governance practice which ensures that the organization is properly run for the benefit of the shareholders.
The document provides corporate governance guidelines for Chico's FAS, Inc.'s Board of Directors. It outlines the board's responsibilities, including overseeing business affairs and risks. It describes board composition, including a minimum of 75% independent directors. It also covers director qualifications, selection, orientation, evaluations, retirement policies, and compensation.
Need for constitution of committees - Dr S. ChandrasekaranD Murali ☆
Need for constitution of committees - Dr S. Chandrasekaran - - Article published in Business Advisor, dated July 10, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
U.S. Steel Corporate Governance Principlesfinance15
This document outlines the corporate governance principles of United States Steel Corporation. It discusses the board of directors' role in representing shareholders and overseeing management. It establishes standards for director independence, qualifications, responsibilities, compensation, and retirement. It also addresses management succession planning, board evaluations, committee composition, and policies regarding ethics, financial reporting, communications, and stock transactions. The purpose is to reinforce principles of sound governance and comply with applicable law.
This document outlines the Corporate Governance Guidelines of Owens & Minor, Inc. It discusses the board composition and structure, including director qualifications and independence standards. It also covers director responsibilities, such as basic responsibilities and separation of chairman and CEO roles. Additionally, it addresses board committees, director access to officers, director compensation, and the annual evaluation of the CEO and board performance. The guidelines are intended to ensure strong corporate governance and an effective and independent board.
The Governance Committee of Integrys Energy Group's Board of Directors has several responsibilities:
1. It oversees issues related to the composition and operation of the Board, including identifying and recommending qualified candidates for the Board and reviewing corporate governance principles.
2. It is comprised solely of independent directors and meets at least twice per year.
3. Its oversight areas include evaluating Board committees and membership, establishing director qualifications and selection criteria, conducting annual reviews of Board and committee effectiveness, and reviewing director compensation and liability insurance.
The document outlines the corporate governance guidelines of Amerada Hess Corporation. It discusses several topics, including:
1) The board's responsibility for oversight of the company's business and affairs in the best interest of stockholders.
2) Guidelines for board composition, including size, skills, expertise, and independence of directors.
3) Flexibility in selecting the chairman of the board and CEO roles.
4) Criteria for nominating and selecting directors, including commitments, skills, diversity, and share ownership.
constellation energy Corporate Governance Guidelinesfinance12
This document outlines the corporate governance guidelines for the Board of Directors of Constellation Energy Group, Inc. It discusses the role and responsibilities of the Board, including overseeing management, selecting and evaluating the CEO, and ensuring policies are in place to promote ethics and integrity. It also covers the composition of the Board, including size, independence, qualifications, and compensation of directors.
The document outlines the corporate governance guidelines of NVR, Inc. It discusses the role and functions of the board, including oversight of management and specific duties. It addresses board composition, requiring a majority of independent directors. It also establishes standards for director independence and qualifications. The document discusses director tenure, meetings, including executive sessions, and compensation. The purpose is to define the principles and practices for NVR's board governance and responsibilities.
genuine parts CompensationCharter022007_v15finance25
The document outlines the charter of the Compensation, Nominating and Governance Committee of Genuine Parts Company. It details the committee's responsibilities in overseeing executive compensation, identifying and evaluating potential board nominees, and developing corporate governance guidelines. The committee is tasked with setting compensation for executive officers, administering incentive plans, and nominating candidates for election to the board of directors. It is also responsible for annually evaluating board and management performance and reviewing corporate governance structures.
The document discusses Progressive's financial results for the third quarter of 2007, noting growth challenges in Agency Auto but mid-single digit growth in other areas, stable combined ratios for personal auto, and lower premium rates due to prior rate actions. It also covers organizational changes, marketing initiatives, and expectations for future rate actions to be determined more by market conditions and trends rather than continuing rate reductions. Reserving remains a focus given signs of increasing bodily injury trends.
This SEC filing is Health Net, Inc.'s quarterly report for the period ending June 30, 2002. It includes condensed consolidated financial statements such as the balance sheet, statements of operations, and cash flows. The balance sheet shows total assets of $3.4 billion including $953.6 million in investments and $672.9 million in cash. Total liabilities are $2.1 billion including $1.2 billion in claims reserves. Stockholders' equity is $1.3 billion. The statements of operations show revenues of $2.5 billion for the second quarter including $2 billion from health plan premiums.
The Progressive Corporation held a conference call on August 10, 2004 at 9:00am eastern time to address questions from shareholders regarding its quarterly report and Form 10-Q filing with the SEC. Progressive reported positive financial results for June 2004, with an 8% increase in net premiums written, 40% increase in net income, and 3.8 point decrease in combined ratio compared to June 2003. Progressive also saw increases in policies in force and net premiums written of 14% and 12%, respectively, for the first quarter of 2004 compared to the same period in 2003.
- The Progressive Corporation reported financial results for February 2004, with net premiums written up 12% and net income up 63% compared to February 2003. The combined ratio also improved by 6.1 percentage points.
- Premium growth remained strong, with personal lines policies up 16% and commercial auto policies up 25% year-over-year. Most markets continued experiencing double-digit growth in net written premiums.
- Favorable loss development and ongoing low accident frequency contributed to the improved combined ratio and profitability. Investments continued generating strong returns.
Progressive customers provided overwhelmingly positive feedback about their experiences with the company. Customers praised Progressive's efficient claims handling, competitive rates, helpful customer service representatives, and easy online services. Some specific highlights included fast response times for claims, feeling treated like a valued customer rather than a number, and appreciation for online tools like paying bills and managing policies. Many customers said they would remain loyal to Progressive for the long term due to their high level of satisfaction.
The Progressive Corporation reported financial results for September 2004, with the following key highlights:
1) Net premiums written increased 10% to $1.002 billion compared to September 2003, and net income increased 28% to $120.5 million.
2) For the quarter, net premiums earned increased 12% to $3.277 billion and net income increased 22% to $388.9 million.
3) The combined ratio for September was 88.1%, a 0.2 point improvement from September 2003.
Centex Corporation held a second quarter conference call to discuss financial results. They are navigating an unprecedented economic environment through strategic actions. Centex reduced homebuilding and corporate expenses by 39% year-over-year, improved gross margins sequentially, and exited non-core businesses. They accumulated cash, ended the quarter with $1.30 billion, and paid off $150 million in debt. Centex is taking actions to emerge from the downturn with strength by gaining market share and having sufficient land.
The Progressive Corporation held a conference call to discuss its quarterly financial results. For the second quarter of 2005, the Company's net written premiums increased 7% to $3.594 billion and net income increased 2% to $394.3 million compared to the same period in 2004. The combined ratio, a measure of profitability, improved slightly to 86.1% from 85.4% the prior year. The Company also reported that its conference call to discuss third quarter results is scheduled for August 9, 2005.
This document is Health Net, Inc.'s quarterly report filed with the SEC for the quarter ending March 31, 2001. It includes Health Net's condensed consolidated balance sheet, showing over $3.5 billion in total assets including over $1.2 billion in cash and investments, and over $1.7 billion in total liabilities including over $1.2 billion in reserves for claims. It also includes Health Net's condensed consolidated statements of operations and cash flows for the quarters ended March 31, 2001 and 2000.
- The Progressive Corporation reported financial results for the third quarter of 2006, with net income increasing 34% over the third quarter of 2005.
- However, the CEO noted growth was lagging expectations and retention of existing customers, not just acquiring new customers, would be a strategic focus going forward.
- Some initiatives to improve retention included potentially lowering rates, improving customer service and satisfaction, and offering homeowners insurance through partnerships.
- For the quarter, the combined ratio was 87.3% versus 90.4% the prior year, demonstrating continued strong underwriting performance.
pulte homes _CorporateGovernanceGuidelines_2009finance42
The document outlines the corporate governance guidelines of Pulte Homes, Inc. It discusses the structure of the board, including selection of board members, independence requirements, term limits, age policy, and election procedures. It also covers board procedural matters such as agenda setting, meeting frequency, access to management and advisors, and committee responsibilities. The guidelines are intended to assist the board in exercising its responsibilities to enhance shareholder value over the long term.
The board composition must meet the standards set by law and best practice to ensure good corporate governance practice which ensures that the organization is properly run for the benefit of the shareholders.
The document provides corporate governance guidelines for Chico's FAS, Inc.'s Board of Directors. It outlines the board's responsibilities, including overseeing business affairs and risks. It describes board composition, including a minimum of 75% independent directors. It also covers director qualifications, selection, orientation, evaluations, retirement policies, and compensation.
Need for constitution of committees - Dr S. ChandrasekaranD Murali ☆
Need for constitution of committees - Dr S. Chandrasekaran - - Article published in Business Advisor, dated July 10, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
U.S. Steel Corporate Governance Principlesfinance15
This document outlines the corporate governance principles of United States Steel Corporation. It discusses the board of directors' role in representing shareholders and overseeing management. It establishes standards for director independence, qualifications, responsibilities, compensation, and retirement. It also addresses management succession planning, board evaluations, committee composition, and policies regarding ethics, financial reporting, communications, and stock transactions. The purpose is to reinforce principles of sound governance and comply with applicable law.
This document outlines the Corporate Governance Guidelines of Owens & Minor, Inc. It discusses the board composition and structure, including director qualifications and independence standards. It also covers director responsibilities, such as basic responsibilities and separation of chairman and CEO roles. Additionally, it addresses board committees, director access to officers, director compensation, and the annual evaluation of the CEO and board performance. The guidelines are intended to ensure strong corporate governance and an effective and independent board.
The Governance Committee of Integrys Energy Group's Board of Directors has several responsibilities:
1. It oversees issues related to the composition and operation of the Board, including identifying and recommending qualified candidates for the Board and reviewing corporate governance principles.
2. It is comprised solely of independent directors and meets at least twice per year.
3. Its oversight areas include evaluating Board committees and membership, establishing director qualifications and selection criteria, conducting annual reviews of Board and committee effectiveness, and reviewing director compensation and liability insurance.
The document outlines the corporate governance guidelines of Amerada Hess Corporation. It discusses several topics, including:
1) The board's responsibility for oversight of the company's business and affairs in the best interest of stockholders.
2) Guidelines for board composition, including size, skills, expertise, and independence of directors.
3) Flexibility in selecting the chairman of the board and CEO roles.
4) Criteria for nominating and selecting directors, including commitments, skills, diversity, and share ownership.
constellation energy Corporate Governance Guidelinesfinance12
This document outlines the corporate governance guidelines for the Board of Directors of Constellation Energy Group, Inc. It discusses the role and responsibilities of the Board, including overseeing management, selecting and evaluating the CEO, and ensuring policies are in place to promote ethics and integrity. It also covers the composition of the Board, including size, independence, qualifications, and compensation of directors.
The document outlines the corporate governance guidelines of NVR, Inc. It discusses the role and functions of the board, including oversight of management and specific duties. It addresses board composition, requiring a majority of independent directors. It also establishes standards for director independence and qualifications. The document discusses director tenure, meetings, including executive sessions, and compensation. The purpose is to define the principles and practices for NVR's board governance and responsibilities.
genuine parts CompensationCharter022007_v15finance25
The document outlines the charter of the Compensation, Nominating and Governance Committee of Genuine Parts Company. It details the committee's responsibilities in overseeing executive compensation, identifying and evaluating potential board nominees, and developing corporate governance guidelines. The committee is tasked with setting compensation for executive officers, administering incentive plans, and nominating candidates for election to the board of directors. It is also responsible for annually evaluating board and management performance and reviewing corporate governance structures.
The document discusses Progressive's financial results for the third quarter of 2007, noting growth challenges in Agency Auto but mid-single digit growth in other areas, stable combined ratios for personal auto, and lower premium rates due to prior rate actions. It also covers organizational changes, marketing initiatives, and expectations for future rate actions to be determined more by market conditions and trends rather than continuing rate reductions. Reserving remains a focus given signs of increasing bodily injury trends.
This SEC filing is Health Net, Inc.'s quarterly report for the period ending June 30, 2002. It includes condensed consolidated financial statements such as the balance sheet, statements of operations, and cash flows. The balance sheet shows total assets of $3.4 billion including $953.6 million in investments and $672.9 million in cash. Total liabilities are $2.1 billion including $1.2 billion in claims reserves. Stockholders' equity is $1.3 billion. The statements of operations show revenues of $2.5 billion for the second quarter including $2 billion from health plan premiums.
The Progressive Corporation held a conference call on August 10, 2004 at 9:00am eastern time to address questions from shareholders regarding its quarterly report and Form 10-Q filing with the SEC. Progressive reported positive financial results for June 2004, with an 8% increase in net premiums written, 40% increase in net income, and 3.8 point decrease in combined ratio compared to June 2003. Progressive also saw increases in policies in force and net premiums written of 14% and 12%, respectively, for the first quarter of 2004 compared to the same period in 2003.
- The Progressive Corporation reported financial results for February 2004, with net premiums written up 12% and net income up 63% compared to February 2003. The combined ratio also improved by 6.1 percentage points.
- Premium growth remained strong, with personal lines policies up 16% and commercial auto policies up 25% year-over-year. Most markets continued experiencing double-digit growth in net written premiums.
- Favorable loss development and ongoing low accident frequency contributed to the improved combined ratio and profitability. Investments continued generating strong returns.
Progressive customers provided overwhelmingly positive feedback about their experiences with the company. Customers praised Progressive's efficient claims handling, competitive rates, helpful customer service representatives, and easy online services. Some specific highlights included fast response times for claims, feeling treated like a valued customer rather than a number, and appreciation for online tools like paying bills and managing policies. Many customers said they would remain loyal to Progressive for the long term due to their high level of satisfaction.
The Progressive Corporation reported financial results for September 2004, with the following key highlights:
1) Net premiums written increased 10% to $1.002 billion compared to September 2003, and net income increased 28% to $120.5 million.
2) For the quarter, net premiums earned increased 12% to $3.277 billion and net income increased 22% to $388.9 million.
3) The combined ratio for September was 88.1%, a 0.2 point improvement from September 2003.
Centex Corporation held a second quarter conference call to discuss financial results. They are navigating an unprecedented economic environment through strategic actions. Centex reduced homebuilding and corporate expenses by 39% year-over-year, improved gross margins sequentially, and exited non-core businesses. They accumulated cash, ended the quarter with $1.30 billion, and paid off $150 million in debt. Centex is taking actions to emerge from the downturn with strength by gaining market share and having sufficient land.
The Progressive Corporation held a conference call to discuss its quarterly financial results. For the second quarter of 2005, the Company's net written premiums increased 7% to $3.594 billion and net income increased 2% to $394.3 million compared to the same period in 2004. The combined ratio, a measure of profitability, improved slightly to 86.1% from 85.4% the prior year. The Company also reported that its conference call to discuss third quarter results is scheduled for August 9, 2005.
This document is Health Net, Inc.'s quarterly report filed with the SEC for the quarter ending March 31, 2001. It includes Health Net's condensed consolidated balance sheet, showing over $3.5 billion in total assets including over $1.2 billion in cash and investments, and over $1.7 billion in total liabilities including over $1.2 billion in reserves for claims. It also includes Health Net's condensed consolidated statements of operations and cash flows for the quarters ended March 31, 2001 and 2000.
- The Progressive Corporation reported financial results for the third quarter of 2006, with net income increasing 34% over the third quarter of 2005.
- However, the CEO noted growth was lagging expectations and retention of existing customers, not just acquiring new customers, would be a strategic focus going forward.
- Some initiatives to improve retention included potentially lowering rates, improving customer service and satisfaction, and offering homeowners insurance through partnerships.
- For the quarter, the combined ratio was 87.3% versus 90.4% the prior year, demonstrating continued strong underwriting performance.
The Progressive Corporation reported its November 2004 results, including a 7% increase in net premiums written and an 8% increase in net premiums earned compared to November 2003. Net income decreased 6% to $93.8 million while the combined ratio increased 2.9 percentage points to 89.6%. Personal lines policies in force grew 11% year-over-year while commercial auto policies increased 15%. Growth is slowing across most markets and businesses. Investment income was impacted by $3.8 million in special stock dividends while realized losses included $6 million in common stock impairments.
The document is the transcript of Centex Corporation's Q1 2009 earnings conference call from July 30, 2008. In the call, Tim Eller, Chairman and CEO of Centex, notes that housing market conditions worsened in the quarter with falling sales and closings. However, Centex built a strong cash position of $1.24 billion. Cathy Smith, CFO, states that Centex's homebuilding operations were cash flow positive for the first time in Q1 before receiving a $600 million tax refund. Centex remains focused on improving profitability and transitioning to a more efficient build-to-order model.
This document is a quarterly report filed with the SEC by Health Net, Inc. It includes consolidated financial statements and notes for the third quarter of 2007. The report indicates that Health Net's revenues increased 13% to $3.6 billion for the quarter, but it recognized a net loss of $103.8 million compared to net income of $90.9 million in the prior year. For the nine months ended September 30, 2007, revenues increased 8.5% to $10.5 billion while net income was $76.8 million, a decrease from $244.5 million in the previous year. The report provides details on Health Net's financial performance and key components of revenues and expenses for the periods presented.
This document outlines the charter of the Governance and Nominating Committee of Terex Corporation. The committee plays a central role in planning board composition, developing nomination criteria, and evaluating board performance. It is responsible for identifying and nominating director candidates, recommending governance guidelines and actions, and assessing compliance with ethics policies. The committee charter specifies its composition, responsibilities, authority, and process for meetings and annual evaluations.
This document outlines the charter of the Governance and Nominating Committee of Terex Corporation. It establishes that the committee is responsible for identifying and nominating candidates for the board, developing corporate governance guidelines, and evaluating board performance. The committee must consist of at least three independent directors appointed by the board. It has the authority to retain outside advisors and legal counsel. The committee meets at least quarterly and reports to the full board, providing an annual review of governance guidelines, board performance, and its own charter and performance.
This document outlines the corporate governance guidelines of AutoNation, Inc. It discusses the board's role in maximizing shareholder value and overseeing management. It addresses topics such as board size, director qualifications, selection of directors, and independence standards. The board aims to have a substantial majority of independent directors according to NYSE listing standards.
The document outlines corporate governance guidelines for AutoNation, Inc. regarding the role and responsibilities of the board of directors, selection and composition of board members, board leadership and evaluation, board committees, and board compensation. Key aspects include maintaining a majority of independent directors, annual self-evaluations of board performance, and reviewing director compensation annually.
This document outlines the corporate governance guidelines for L-3 Communications Holdings, Inc. It discusses the board's responsibilities in overseeing the company's strategic direction and management. It also covers policies for selecting board members and determining their independence. The guidelines establish that the board will have audit, compensation, and nominating/corporate governance committees, each comprised of independent directors.
The document outlines the corporate governance guidelines of L-3 Communications Holdings, Inc. It discusses the board's responsibilities in overseeing the company's strategic direction and management. It also describes the board's role in selecting directors, maintaining independence, and establishing committees. The guidelines provide criteria for determining director independence and avoiding conflicts of interest.
genuine parts CompensationCharter022007_v15finance25
The document outlines the charter of the Compensation, Nominating and Governance Committee of Genuine Parts Company. It details the committee's responsibilities in overseeing executive compensation, identifying and evaluating potential board nominees, and developing corporate governance guidelines. The committee is tasked with setting compensation for executive officers, administering incentive plans, and nominating candidates for election to the board of directors. It is also responsible for annually evaluating board and management performance and reviewing corporate governance structures.
The document outlines the corporate governance guidelines of NVR, Inc. It discusses the role and functions of the board, including oversight of management and specific duties. It addresses board composition, requiring a majority of independent directors. It also establishes standards for director independence. The document provides qualifications for director nominees and expectations for director tenure. It discusses board meetings, including an executive session for non-management directors. Finally, it addresses director compensation.
pulte homes _CorporateGovernanceGuidelines_2009finance42
The document outlines the corporate governance guidelines of Pulte Homes, Inc. regarding the structure and responsibilities of the company's Board of Directors. The guidelines address topics such as board member selection criteria, independence standards, term limits, conflicts of interest, and election procedures. It establishes that a majority of board members should be independent and describes a process for directors to resign if they fail to receive a majority of shareholder votes in an election.
The document outlines the corporate governance guidelines of Office Depot, Inc. It discusses board composition, including the election of the chair and lead director, board size, selection of director candidates, and board membership criteria. It also covers director orientation and continuing education, director independence, retirement age and term limits for directors, and board compensation. The guidelines address board interaction with senior management and independent advisors, as well as board meetings, including meeting frequency and agenda setting.
The document discusses provisions around independent directors in the Companies Bill 2012. It defines an independent director as a non-executive director who is not related to the company's promoters or management and does not have any pecuniary relationships with the company. Independent directors have certain qualifications and are expected to act with integrity and independence. They are responsible for providing an objective view in board evaluations and decisions. The document outlines rules around their appointment, roles and responsibilities, codes of conduct, remuneration and term limits.
- The Board of Directors of Advanced Micro Devices is responsible for overseeing the company's operations, financials, and adherence to governance standards.
- The document outlines the board's principles for composition, leadership, committees, meetings, management selection, and relationship with senior management.
- Key aspects include requirements for director independence, criteria for nomination and evaluation of directors, establishment of committees and their charters, and processes for CEO evaluation and succession planning.
dana holdings CorporateGovernanceGuidelines_013108finance42
The document outlines the corporate governance guidelines of Dana Holding Corporation. It discusses the role and responsibilities of the Board of Directors in overseeing the company's management. It also covers topics such as director qualifications, committees, succession planning, communications and business conduct standards. The guidelines are intended to ensure the Board operates independently and fulfills its duties of oversight, strategy and succession.
dana holdings CorporateGovernanceGuidelines_013108finance42
The document outlines the corporate governance guidelines of Dana Holding Corporation. It discusses the role and responsibilities of the Board of Directors in overseeing the company. It also covers topics such as director qualifications, committees, succession planning, communications and business conduct standards. The guidelines are intended to ensure the Board operates independently and effectively.
The document outlines the corporate governance guidelines of Liz Claiborne, Inc. regarding the board of directors. Key points include:
- The board seeks directors with integrity, judgment, business experience, commitment and absence of conflicts.
- Directors are responsible for exercising business judgment in the company's best interests.
- The board aims to be a small "working" group of 9-12 directors.
- A majority of directors must be independent as defined by stock exchange standards.
- The board is responsible for selecting new directors, considering diversity and shareholder nominees. New directors receive an orientation.
- The document outlines the corporate governance guidelines of Liz Claiborne, Inc., including guidelines around board membership, responsibilities of directors, board size, director independence, selection of new directors, and board organization and operations.
- Key criteria for board members include integrity, judgment, business experience, commitment of time, ability to work with others, absence of conflicts, and meaningful equity ownership in the company.
- The primary responsibilities of directors are to exercise business judgment in the interests of shareholders and comply with applicable laws.
- The optimal board size is between 9 and 12 directors. A substantial majority must be independent as defined by stock exchange rules.
- The guidelines cover various aspects of board meetings,
Companies and Corporate Governance – An OverviewAhmed Ibrahim
The document discusses corporate governance rules for companies in the UAE as outlined in a new decree. It summarizes the key aspects of the decree including requirements for board composition, definitions of independent and non-executive board members, separation of the chairman and CEO roles, formation of board committees, and remuneration of board members. The decree aims to provide oversight of company management and protect shareholder interests through establishing standards for board structure, duties, and transparency.
The document outlines the compensation and stock option committee charter of Reliance Steel & Aluminum Co. It establishes that the committee will consist of at least 3 independent board members who will assist the board in determining compensation for executive officers and senior management. The committee is responsible for reviewing and approving compensation policies, evaluating executive performance and compensation including the CEO's, administering incentive plans, and preparing an annual report on executive compensation. The committee will meet at least twice a year to carry out these responsibilities.
borg warner corporate_governance_committee_charterfinance39
The BorgWarner Inc. Corporate Governance Committee is appointed by the Board of Directors to recommend the structure of the Board and its Committees, identify and evaluate qualified candidates for the Board and Committees, develop corporate governance principles, and oversee evaluations of the Board, Committees, directors and CEO. The Committee consists of at least two independent directors and is authorized to nominate directors, establish membership criteria, review Board composition, receive recommendations from the CEO, and evaluate performance.
The document outlines director independence guidelines for Integrys Energy Group, including:
1) Categorical standards that if met will presume a director is independent, such as not being employed by the company and not receiving over $120,000 in direct compensation.
2) Additional standards for audit committee members to be considered independent, including not accepting consulting fees and not being affiliated with the company.
3) Definitions of terms used in the guidelines like "immediate family member" and standards for assessing relationships that do not fall within the categorical standards.
This document provides supplementary financial information for The Chubb Corporation for the quarter ending March 31, 2005. It includes:
- Consolidated balance sheet highlights showing total invested assets of $31.9 billion.
- Summaries of invested assets by corporate and property/casualty segments.
- Investment income after taxes for corporate and property/casualty segments.
- Property/casualty insurance group statutory surplus of $8.25 billion.
- Changes in net unpaid losses for various lines of business.
- Worldwide underwriting results by line of business, showing a total statutory underwriting income of $134.4 million.
The document provides supplementary investor information from The Chubb Corporation as of June 30, 2005. It includes:
- Consolidated balance sheet highlights showing total invested assets of $32.9 billion including fixed maturities and equity securities.
- Summaries of invested assets for Chubb's Corporate and Property & Casualty segments totaling over $31 billion.
- Investment income after taxes for the second quarter and first half of 2005, with Property & Casualty investment income of $261 million and $513 million respectively.
- Property & Casualty underwriting results for the second quarter and first half of 2005, including a $4.3 billion statutory policyholders' surplus for the P
Supplementary Investor Information Y13880_Edgar_992_0333_finance18
The document provides supplementary investor information for The Chubb Corporation for the third quarter of 2005, including:
1) Consolidated balance sheet highlights and summaries of invested assets for both corporate and property/casualty segments.
2) Property/casualty underwriting results for the first nine months of 2005, showing a statutory underwriting income of $293.6 million.
3) Details of changes in net unpaid losses and the estimated impact of catastrophes including Hurricane Katrina of $511 million pre-tax cost.
The document provides supplementary investor information for The Chubb Corporation as of December 31, 2005. It includes a consolidated balance sheet, details on share repurchase activity, summaries of invested assets and investment income for both corporate and property & casualty segments. It also provides property & casualty underwriting results for 2005 and 2004, including net premiums written and earned, losses incurred and expenses by line of business.
This document provides supplementary financial information for The Chubb Corporation as of March 31, 2006. It includes consolidated balance sheet highlights, share repurchase activity, summaries of invested assets for corporate and property & casualty segments, investment income after taxes, statutory policyholders' surplus, changes in net unpaid losses, and underwriting results for personal, commercial, and specialty insurance lines of business. Key metrics such as loss ratios, expense ratios, and combined ratios are also presented.
This document provides supplementary investor information from The Chubb Corporation for the period ending June 30, 2006. It includes consolidated balance sheet highlights, share repurchase activity, summaries of invested assets, investment income after taxes, statutory policyholders' surplus, changes in net unpaid losses, and underwriting results by line of business for year-to-date and quarterly periods. Key metrics such as loss ratios, expense ratios, and combined ratios are presented.
The document provides financial information for The Chubb Corporation as of September 30, 2006. It includes highlights of consolidated balance sheet items, share repurchase activity, summaries of invested assets and investment income for both corporate and property/casualty segments. Details are also given on property/casualty underwriting results for various lines of business on a year-to-date and quarterly basis, including ratios and comparisons to prior periods. Key terms are defined at the end.
This document provides supplementary investor information from The Chubb Corporation for the period ending December 31, 2006. It includes highlights of consolidated balance sheet items, summaries of invested assets, investment income after taxes, statutory policyholders' surplus, changes in unpaid losses, and worldwide property and casualty underwriting results for 2006 and 2005. Specifically, total invested assets increased to $37.7 billion in 2006 from $34.6 billion in 2005. Net income after taxes from investments was $1.2 billion for property and casualty in 2006. Statutory policyholders' surplus grew to $11.3 billion in 2006 from $8.9 billion in 2005.
This document provides a summary of financial information for The Chubb Corporation as of March 31, 2007. Some key highlights include:
- Total invested assets were $38.7 billion as of March 31, 2007, with fixed maturities making up the majority.
- Statutory policyholders' surplus for Chubb's property and casualty insurance group was estimated at $11.95 billion as of March 31, 2007, with a ratio of statutory net premiums written to surplus of 1.00 to 1.
- For the three months ended March 31, 2007, Chubb's worldwide property and casualty underwriting results showed a total underwriting income of $202 million for personal insurance and $144 million
This document provides supplementary investor information from The Chubb Corporation for the period ending June 30, 2007. It includes highlights of Chubb's consolidated balance sheet, share repurchase activity, summaries of invested assets for Corporate and Property & Casualty segments, and investment income after taxes. Key metrics provided are total invested assets of $39.5 billion, shareholders' equity of $13.8 billion, and year-to-date Property & Casualty investment income of $360 million.
This document provides supplementary investor information for The Chubb Corporation, including consolidated balance sheet highlights, share repurchase activity, summaries of invested assets, investment income after taxes, statutory policyholders' surplus, changes in net unpaid losses, and underwriting results for both the nine months and quarters ended September 30, 2007 and 2006. Key figures include total invested assets of $40.5 billion, shareholders' equity of $14.2 billion, and worldwide property and casualty underwriting income of $543 million for the nine months ended September 30, 2007.
This document provides supplementary financial information for The Chubb Corporation as of December 31, 2007. It includes highlights of consolidated balance sheets, share repurchase activity, summaries of invested assets, investment income after taxes for corporate and property/casualty divisions, statutory policyholder surplus, changes in unpaid losses, and underwriting results by line of business for 2007 and 2006.
This document provides financial information about Chubb Corporation's property and casualty underwriting results for 2007 and 2006. It summarizes key metrics like net premiums written, losses incurred, expenses incurred, underwriting income, and combined loss/expense ratios for different business lines including personal, commercial, and specialty insurance. It also notes that beginning in 2008, foreign currency fluctuations will be accounted for differently in the reporting of losses paid and outstanding losses. Overall underwriting income increased from $1.886 billion to $2.064 billion from 2006 to 2007.
The document provides supplementary financial information for Chubb Corporation as of March 31, 2008. Key highlights include:
- Total invested assets were $40.1 billion, with fixed maturities making up the majority.
- Statutory policyholders' surplus for property and casualty insurance was estimated at $13.3 billion, with a ratio of net premiums written to surplus of 0.9 to 1.
- For the three months ended March 31, 2008, worldwide underwriting resulted in a total profit of $138 million for commercial lines and $164 million for personal lines. Loss and expense ratios remained high but stable.
The document is a report from The Chubb Corporation detailing changes to how losses are presented in their property and casualty underwriting results. Specifically, beginning in Q3 2008, foreign currency fluctuations will impact "net losses paid" and "increase (decrease) in outstanding losses" differently than before. The report provides definitions, ratios, and quarterly underwriting results for Q1 2008 and 2007 to reflect these presentation modifications. Incurred losses remain unchanged.
This document provides supplementary investor information from The Chubb Corporation, including:
- Consolidated balance sheet highlights and share repurchase activity as of June 30, 2008.
- Summaries of invested assets for Corporate and Property & Casualty segments.
- Investment income after taxes for Corporate and Property & Casualty segments for the second quarter and first six months of 2008 versus 2007.
- Property & Casualty statutory policyholders' surplus, change in net unpaid losses, and underwriting results by line of business for the first half of 2008 versus the same period in 2007.
This document from Chubb Corporation reports modifications to the presentation of losses incurred in property and casualty underwriting results for the six months ended June 30, 2008 and 2007. Specifically, it notes that beginning in Q3 2008, foreign currency fluctuations will be reflected differently in "net losses paid" and "increase (decrease) in outstanding losses", though incurred losses remain unchanged. It provides definitions of key terms like underwriting income/loss and combined loss/expense ratio used to evaluate underwriting performance. The document then presents detailed underwriting results by line of business and geographic region.
This document provides supplementary investor information from The Chubb Corporation for the quarter ending September 30, 2008. It includes a consolidated balance sheet, share repurchase activity, summaries of invested assets for corporate and property & casualty divisions, and investment income and underwriting results. Beginning in Q3 2008, foreign currency fluctuations will impact property & casualty loss reporting differently than in the past.
This document provides supplementary financial information for The Chubb Corporation as of December 31, 2008. It includes highlights of the consolidated balance sheet, share repurchase activity, summaries of invested assets for the Corporate and Property and Casualty segments, and investment income. It also contains information on statutory policyholders' surplus, changes in unpaid losses, and underwriting results for year-to-date and quarterly periods for the Property and Casualty Insurance Group. Key terms are defined at the end.
In World Expo 2010 Shanghai – the most visited Expo in the World History
https://www.britannica.com/event/Expo-Shanghai-2010
China’s official organizer of the Expo, CCPIT (China Council for the Promotion of International Trade https://en.ccpit.org/) has chosen Dr. Alyce Su as the Cover Person with Cover Story, in the Expo’s official magazine distributed throughout the Expo, showcasing China’s New Generation of Leaders to the World.
In World Expo 2010 Shanghai – the most visited Expo in the World History
https://www.britannica.com/event/Expo-Shanghai-2010
China’s official organizer of the Expo, CCPIT (China Council for the Promotion of International Trade https://en.ccpit.org/) has chosen Dr. Alyce Su as the Cover Person with Cover Story, in the Expo’s official magazine distributed throughout the Expo, showcasing China’s New Generation of Leaders to the World.
Monthly Market Risk Update: June 2024 [SlideShare]Commonwealth
Markets rallied in May, with all three major U.S. equity indices up for the month, said Sam Millette, director of fixed income, in his latest Market Risk Update.
For more market updates, subscribe to The Independent Market Observer at https://blog.commonwealth.com/independent-market-observer.
Discovering Delhi - India's Cultural Capital.pptxcosmo-soil
Delhi, the heartbeat of India, offers a rich blend of history, culture, and modernity. From iconic landmarks like the Red Fort to bustling commercial hubs and vibrant culinary scenes, Delhi's real estate landscape is dynamic and diverse. Discover the essence of India's capital, where tradition meets innovation.
Madhya Pradesh, the "Heart of India," boasts a rich tapestry of culture and heritage, from ancient dynasties to modern developments. Explore its land records, historical landmarks, and vibrant traditions. From agricultural expanses to urban growth, Madhya Pradesh offers a unique blend of the ancient and modern.
A toxic combination of 15 years of low growth, and four decades of high inequality, has left Britain poorer and falling behind its peers. Productivity growth is weak and public investment is low, while wages today are no higher than they were before the financial crisis. Britain needs a new economic strategy to lift itself out of stagnation.
Scotland is in many ways a microcosm of this challenge. It has become a hub for creative industries, is home to several world-class universities and a thriving community of businesses – strengths that need to be harness and leveraged. But it also has high levels of deprivation, with homelessness reaching a record high and nearly half a million people living in very deep poverty last year. Scotland won’t be truly thriving unless it finds ways to ensure that all its inhabitants benefit from growth and investment. This is the central challenge facing policy makers both in Holyrood and Westminster.
What should a new national economic strategy for Scotland include? What would the pursuit of stronger economic growth mean for local, national and UK-wide policy makers? How will economic change affect the jobs we do, the places we live and the businesses we work for? And what are the prospects for cities like Glasgow, and nations like Scotland, in rising to these challenges?
The Rise and Fall of Ponzi Schemes in America.pptxDiana Rose
Ponzi schemes, a notorious form of financial fraud, have plagued America’s investment landscape for decades. Named after Charles Ponzi, who orchestrated one of the most infamous schemes in the early 20th century, these fraudulent operations promise high returns with little or no risk, only to collapse and leave investors with significant losses. This article explores the nature of Ponzi schemes, notable cases in American history, their impact on victims, and measures to prevent falling prey to such scams.
Understanding Ponzi Schemes
A Ponzi scheme is an investment scam where returns are paid to earlier investors using the capital from newer investors, rather than from legitimate profit earned. The scheme relies on a constant influx of new investments to continue paying the promised returns. Eventually, when the flow of new money slows down or stops, the scheme collapses, leaving the majority of investors with substantial financial losses.
Historical Context: Charles Ponzi and His Legacy
Charles Ponzi is the namesake of this deceptive practice. In the 1920s, Ponzi promised investors in Boston a 50% return within 45 days or 100% return in 90 days through arbitrage of international reply coupons. Initially, he paid returns as promised, not from profits, but from the investments of new participants. When his scheme unraveled, it resulted in losses exceeding $20 million (equivalent to about $270 million today).
Notable American Ponzi Schemes
1. Bernie Madoff: Perhaps the most notorious Ponzi scheme in recent history, Bernie Madoff’s fraud involved $65 billion. Madoff, a well-respected figure in the financial industry, promised steady, high returns through a secretive investment strategy. His scheme lasted for decades before collapsing in 2008, devastating thousands of investors, including individuals, charities, and institutional clients.
2. Allen Stanford: Through his company, Stanford Financial Group, Allen Stanford orchestrated a $7 billion Ponzi scheme, luring investors with fraudulent certificates of deposit issued by his offshore bank. Stanford promised high returns and lavish lifestyle benefits to his investors, which ultimately led to a 110-year prison sentence for the financier in 2012.
3. Tom Petters: In a scheme that lasted more than a decade, Tom Petters ran a $3.65 billion Ponzi scheme, using his company, Petters Group Worldwide. He claimed to buy and sell consumer electronics, but in reality, he used new investments to pay off old debts and fund his extravagant lifestyle. Petters was convicted in 2009 and sentenced to 50 years in prison.
4. Eric Dalius and Saivian: Eric Dalius, a prominent figure behind Saivian, a cashback program promising high returns, is under scrutiny for allegedly orchestrating a Ponzi scheme. Saivian enticed investors with promises of up to 20% cash back on everyday purchases. However, investigations suggest that the returns were paid using new investments rather than legitimate profits. The collapse of Saivian l
What Lessons Can New Investors Learn from Newman Leech’s Success?Newman Leech
Newman Leech's success in the real estate industry is based on key lessons and principles, offering practical advice for new investors and serving as a blueprint for building a successful career.
Navigating Your Financial Future: Comprehensive Planning with Mike Baumannmikebaumannfinancial
Learn how financial planner Mike Baumann helps individuals and families articulate their financial aspirations and develop tailored plans. This presentation delves into budgeting, investment strategies, retirement planning, tax optimization, and the importance of ongoing plan adjustments.
13 Jun 24 ILC Retirement Income Summit - slides.pptxILC- UK
ILC's Retirement Income Summit was hosted by M&G and supported by Canada Life. The event brought together key policymakers, influencers and experts to help identify policy priorities for the next Government and ensure more of us have access to a decent income in retirement.
Contributors included:
Jo Blanden, Professor in Economics, University of Surrey
Clive Bolton, CEO, Life Insurance M&G Plc
Jim Boyd, CEO, Equity Release Council
Molly Broome, Economist, Resolution Foundation
Nida Broughton, Co-Director of Economic Policy, Behavioural Insights Team
Jonathan Cribb, Associate Director and Head of Retirement, Savings, and Ageing, Institute for Fiscal Studies
Joanna Elson CBE, Chief Executive Officer, Independent Age
Tom Evans, Managing Director of Retirement, Canada Life
Steve Groves, Chair, Key Retirement Group
Tish Hanifan, Founder and Joint Chair of the Society of Later life Advisers
Sue Lewis, ILC Trustee
Siobhan Lough, Senior Consultant, Hymans Robertson
Mick McAteer, Co-Director, The Financial Inclusion Centre
Stuart McDonald MBE, Head of Longevity and Democratic Insights, LCP
Anusha Mittal, Managing Director, Individual Life and Pensions, M&G Life
Shelley Morris, Senior Project Manager, Living Pension, Living Wage Foundation
Sarah O'Grady, Journalist
Will Sherlock, Head of External Relations, M&G Plc
Daniela Silcock, Head of Policy Research, Pensions Policy Institute
David Sinclair, Chief Executive, ILC
Jordi Skilbeck, Senior Policy Advisor, Pensions and Lifetime Savings Association
Rt Hon Sir Stephen Timms, former Chair, Work & Pensions Committee
Nigel Waterson, ILC Trustee
Jackie Wells, Strategy and Policy Consultant, ILC Strategic Advisory Board
13 Jun 24 ILC Retirement Income Summit - slides.pptx
centex Guidelines_09/08
1. CORPORATE GOVERNANCE GUIDELINES
The Board of Directors of Centex Corporation has adopted the following guidelines to reflect the principles and
practices that the Board will follow in carrying out its responsibilities. These guidelines are intended as a component
of the framework within which the Board, assisted by the Committees, directs the affairs of the Corporation. They
should be interpreted in the context of applicable laws, regulations and listing requirements, as well as the
Corporation’s charter and by-laws.
1. Structure of Board
The Corporation’s charter and by-laws each provide that the size of the Board shall be no fewer than three
and no more than thirteen. Within these limits prescribed by the charter and by-laws, the Board may determine the
size of the Board from time to time, and the Corporate Governance and Nominating Committee may recommend
changes in the size of the Board, which may vary to accommodate the availability of suitable candidates.
The Board will have at all times an Executive Committee, an Audit Committee, a Corporate Governance and
Nominating Committee and a Compensation and Management Development Committee. The Board may from time
to time establish additional committees as it deems appropriate. The Audit Committee, the Corporate Governance
and Nominating Committee and the Compensation and Management Development Committee will each have its own
charter setting forth the purposes, goals and responsibilities of the committee as well as qualifications for committee
membership.
2. Director Selection and Qualifications
The Board, acting on recommendation of the Corporate Governance and Nominating Committee, will
nominate a slate of director candidates for election at each annual meeting of stockholders and will elect directors to
fill vacancies between annual meetings or to fill newly created directorships.
To discharge its duties in determining whether the need for a new director (or directors) exists, and then
identifying and evaluating directors for selection to the Board and its committees, the Corporate Governance and
Nominating Committee of the Board shall evaluate the overall composition of the Board as well as the qualifications
of each candidate. The Committee will (i) assess whether the need for an additional director (or directors) exists; (ii)
identify the current and future needs of the Board to ensure that through the addition of a new director or directors
maximum value is delivered to the Corporation and its stockholders; and (iii) prepare a goal profile to identify the
particular skill set and desired attributes of preferred director candidates.
When evaluating candidates for election to the Board, the Committee will consider the following guidelines,
regardless of whether the candidate was identified by the Committee or its consultant, or was submitted to the
Corporation by a stockholder:
a. General. Decisions for nominating candidates shall be based on the business and corporate
governance needs of Centex. If the need for a director exists, then candidates will be evaluated on the basis of
merit, qualifications, performance and competency.
b. Board Composition. The composition of the entire Board shall be taken into account when evaluating
individual directors, including the diversity of experience and background represented by the Board; the need for
financial, business, academic, public or other expertise on the Board and its committees; and the desire for
directors working cooperatively to represent the best interests of Centex, its stockholders and employees, and not
any particular constituency.
c. Age. No person may stand for election as a director if he or she is 70 years of age or older.
2. d. Independence. A majority of the entire Board shall be composed of independent directors. Annually,
the Board shall determine each outside director’s independence under the New York Stock Exchange corporate
governance rules, Securities and Exchange Commission rules and regulations, other applicable laws, rules and
regulations regarding director independence, and the Corporation’s standards for director independence as
described in these guidelines. The Audit, the Compensation and Management Development, and the Corporate
Governance and Nominating Committees shall all be composed entirely of independent directors. Independence
for these purposes shall mean the independence requirements set forth in the Securities Exchange Act of 1934, as
amended, the rules adopted by the Securities and Exchange Commission thereunder, the corporate governance
and other listing standards of the New York Stock Exchange as in effect from time to time, and the Corporation’s
standards for director independence as described in these guidelines.
e. Character and Integrity. Centex seeks directors with the highest personal and professional character
and integrity who have outstanding records of accomplishment in diverse fields of endeavor and who have
obtained leadership positions in their chosen business or profession. These persons should have demonstrated
exceptional ability and judgment and have substantial experience of relevance to the Corporation.
f. Availability. Candidates should be willing and able to devote the time necessary to discharge their
duties as a director and should have the desire to represent and evaluate the interests of Centex as a whole.
Board memberships are considered along with other time commitments a prospective director may have and the
effect this may have on his or her ability to serve effectively on the Centex Board of Directors. These factors will
also be considered at the time of the annual performance evaluation of the Board, individual directors and
Committees referred to below. In addition, the Board has set a service guideline that no Centex director should
serve on more than four other public company boards of directors, and no Centex director that is a sitting Chief
Executive Officer of a public company should serve on more than two other public company boards of directors
(including his or her own company). The Board may, in the exercise of its judgment, grant exceptions to the
guideline.
g. Conflicts. Candidates must be free of conflicts of interest that would interfere with their ability to
discharge their duties as a director, or would violate any applicable law or regulation.
h. Other. Candidates must also meet any other criteria as determined by the Committee, which may
vary from time to time.
3. Director Independence
A director is independent if the director meets each of the following standards and otherwise has no material
relationship with the Corporation, either directly, or as a partner, stockholder, or officer of an organization that has a
relationship with the Corporation. For purposes of these standards, quot;the Corporationquot; means Centex Corporation
and its consolidated subsidiaries, collectively.
a. the director is not, and in the past three years has not been, an employee of the Corporation;
b. an immediate family member of the director is not, and in the past three years has not been,
employed as an executive officer of the Corporation;
c. (i) neither the director nor a member of the director’s immediate family is a current partner of the
Corporation’s outside auditing firm; (ii) the director is not a current employee of the Corporation’s outside auditing
firm; (iii) no member of the director’s immediate family is a current employee of the Corporation’s outside auditing
firm participating in the firm’s audit, assurance, or tax compliance (but not tax planning) practice; and (iv) neither
the director nor a member of the director’s immediate family was within the past three years (but is no longer) a
2
3. partner or employee of the Corporation’s outside auditing firm and personally worked on the Corporation’s audit
within that time;
d. neither the director nor a member of the director’s immediate family is, or in the past three years has
been, part of an interlocking directorate in which a current executive officer of the Corporation served on the
compensation committee of another company at the same time the director or the director's immediate family
member served as an executive officer of that company;
e. neither the director nor a member of the director's immediate family has received, during any 12-
month period in the past three years, any direct compensation payments from the Corporation in excess of
$100,000, other than compensation for Board service, compensation received by the director's immediate family
member for service as a non-executive employee of the Corporation, and pension or other forms of deferred
compensation for prior service;
f. the director is not a current executive officer or employee, and no member of the director's immediate
family is a current executive officer, of another company that makes payments to or receives payments from the
Corporation, or during any of the last three fiscal years has made payments to or received payments from the
Corporation, for property or services in an amount that, in any single fiscal year, exceeded the greater of $1 million
or 2% of the other company's consolidated gross revenues;
g. the director is not an executive officer of a non-profit organization to which the Corporation makes or
in the past three fiscal years has made, payments (including contributions) that, in any single fiscal year, exceeded
the greater of $1 million or 2% of the non-profit organization's consolidated gross revenues;
h. the director is not, and during the last fiscal year has not been, a partner in, or a controlling
shareholder or executive officer of, a business corporation, non-profit organization, or other entity to which the
Corporation was indebted at the end of the Corporation’s last full fiscal year in an aggregate amount in excess of
2% of the Corporation’s total consolidated assets at the end of such fiscal year;
i. the director is not, and during the last fiscal year has not been, a member of, or of counsel to, a law
firm that the Corporation has retained during the last fiscal year or proposes to retain during the current fiscal year;
or
j. the director is not, and during the last fiscal year has not been, a partner or executive officer of any
investment banking firm that has performed services for the Corporation, other than as a participating underwriter
in a syndicate, during the last fiscal year or that the Corporation proposes to have perform services during the
current fiscal year.
The Board may determine that a director or nominee is “independent” even if the director or nominee does
not meet each of the standards set forth in paragraphs (g) through (j) above as long as the Board determines that
such person is independent of management and free from any relationship that in the judgment of the Board would
interfere with such person’s independent judgment as a member of the Board and the basis for such determination is
disclosed in the Corporation’s annual proxy statement.
In addition, a director is not considered independent for purposes of serving on the Audit Committee, and
may not serve on that committee, if the director: (1) receives, either directly or indirectly, any consulting, advisory or
other compensatory fee from the Corporation or any of its subsidiaries other than: (a) fees for service as a director,
and (b) fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service
with the Corporation; or (2) is quot;an affiliated personquot; of Centex Corporation or any of its subsidiaries; each as
determined in accordance with Securities and Exchange Commission regulations.
3
4. An “immediate family member” means a person’s spouse, parents, children, siblings, mother and father-in-
law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who
shares that person’s home.
4. Related Person Transactions
The Corporation gives careful attention to related person transactions, which can present potential conflicts
of interest. Related person transactions are those transactions, arrangements or relationships in which the
Corporation is or will be a participant and the amount involved exceeds $50,000, and in which a related person has a
direct or indirect interest, as more fully defined in the Corporation’s Related Person Transactions Policy. Directors,
director nominees, executive officers, certain shareholders and their immediate family members and certain
associated entities are related persons for purposes of the Policy. The Policy contains procedures for the review,
approval and ratification of related person transactions by the Corporate Governance and Nominating Committee of
the Board.
5. Stockholder Nominations
The Corporate Governance and Nominating Committee does not solicit director nominations. If it is actively
considering adding a new director, or preparing to recommend a slate of existing directors for re-election to the
Board, it will consider recommendations sent by stockholders to the Secretary of the Corporation that set forth:
a. the name and address of the stockholder who intends to make the nomination and of the person to
be nominated;
b. a representation that the stockholder is a record holder of Centex stock entitled to vote at the annual
meeting of stockholders and intends to appear in person or by proxy at the meeting to nominate the person
specified in the letter;
c. a description of all arrangements or understandings between the stockholder and the nominee and
other persons(s) (naming such person(s)) pursuant to which the nomination is to be made by such stockholder;
d. such other information regarding the nominee proposed by such stockholder as would have been
required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been
nominated by the Board; and
e. the consent of the nominee to serve as a director of the Corporation if so elected.
6. Director Resignation
Each director must agree to tender a resignation from the Board if the following should occur.
In a change in circumstances. Each director must agree that he or she will tender a resignation from the
Board in the event of a material change in his or her personal circumstances, including a change in principal job
responsibilities (other than a promotion with the director's current employer). The decision whether to accept the
resignation would be made by the Board, with a recommendation from the Corporate Governance and Nominating
Committee.
In the election of directors. In an uncontested election of directors (i.e., an election where the only
nominees are those recommended by the Board of Directors), any nominee who receives a greater number of votes
quot;withheldquot; from his or her election than votes quot;forquot; his or her election will tender his or her resignation to the Chairman
of the Board not later than ten (10) days following certification of the stockholder vote.
4
5. The Corporate Governance and Nominating Committee (the “Committee”) will promptly consider the
resignation submitted by a director receiving a greater number of votes “withheld” from his or her election than votes
“for” his or her election, and the Committee will recommend to the Board whether to accept the tendered resignation
or reject it. In considering whether to accept or reject the tendered resignation, the Committee will consider all factors
deemed relevant by the members of the Committee including, without limitation, the stated reasons why shareholders
quot;withheldquot; votes for election from such director, the length of service and qualifications of the director whose
resignation has been tendered, the director's contributions to the Corporation, and the Corporation’s Corporate
Governance Guidelines.
The Board will act on the Committee's recommendation no later than 90 days following the date of the
shareholders’ meeting where the election occurred. In considering the Committee's recommendation, the Board will
consider the factors considered by the Committee and such additional information and factors the Board believes to
be relevant. Following the Board’s decision on the Committee’s recommendation, the Corporation will promptly
publicly disclose the Board's decision whether to accept the resignation as tendered (providing a full explanation of
the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation)
in a Form 8-K filed with the Securities and Exchange Commission.
To the extent that one or more directors' resignations are accepted by the Board, the Committee will
recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.
Any director who tenders his or her resignation pursuant to this provision will not participate in the
Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation. If a
majority of members of the Committee received a greater number of votes “withheld” from their election than votes
“for” their election at the same election, then the independent directors who are on the Board who did not receive a
greater number of votes “withheld” from their election than votes “for” their election (or who were not standing for
election) will appoint a Board committee amongst themselves solely for the purpose of considering the tendered
resignations and will recommend to the Board whether to accept or reject them. This Board committee may, but need
not, consist of all of the independent directors who did not receive a greater number of votes “withheld” from their
election than votes “for” their election or who were not standing for election.
This corporate governance guideline will be summarized or included in each proxy statement relating to an
election of directors of the Corporation.
7. Director Responsibilities
The business of Centex Corporation is managed under the direction of the Board. Among the Board's major
responsibilities are:
• Selection, compensation and evaluation of the Chief Executive Officer and oversight of succession
planning.
• Assurance that processes are in place to promote compliance with law and high standards of
business ethics.
• Oversight of Centex's strategic planning.
• Approval of all material transactions and financings.
• Understanding Centex's financial statements and other disclosures and evaluating and changing
where necessary the process for producing accurate and complete reporting.
5
6. • Using its experience to advise management on major issues facing Centex.
• Evaluating the performance of the Board and its committees and making appropriate changes
where necessary.
Directors are expected to maintain a good attendance record, and familiarize themselves with the materials
distributed prior to each Board or committee meeting. Absent special circumstances, such materials are provided at
least three business days before the meeting, and further in advance for material transactions. The proceedings and
deliberations of the Board and its committees are confidential. Each director will maintain the confidentiality of
information received in connection with his or her service as a director. The directors are expected to make every
effort to attend each annual meeting of stockholders.
Non-employee directors meet immediately after all Board meetings without management present, and the
independent directors meet at least once annually. The Corporation has appointed a lead independent director to
preside at such meetings. The lead director has been given the following additional responsibilities:
• make recommendations to the Board regarding the structure of Board meetings
• recommend matters for consideration by the Board
• determine appropriate materials to be provided to the directors
• serve as an independent point of contact for stockholders wishing to communicate with the Board
other than through the Chairman
• assign tasks to the appropriate committees
• with the approval of the Corporate Governance and Nominating Committee, oversee the annual
evaluation of the Board and its Committees.
In addition, the lead director establishes, in collaboration with the Chief Executive Officer, agenda items to
be discussed at each Board meeting. Each Board member is free to suggest items for inclusion on the agenda at
any time. Agendas for the meetings of committees of the Board are cleared by the chair of the committee, and
committee members may place items on the agenda.
As a service guideline, the Board intends that directors serving as the lead director or as a chair of a Board
committee will serve a three-year term in the position. The Board may, in the exercise of its judgment, allow for a
shorter or longer term of service in any particular situation.
8. Director Access to Management and Independent Advisors
All directors are able to directly contact members of management, including, in the case of the Audit
Committee, direct access to the head of internal audit. Broad management participation is encouraged in
presentations to the Board. The Board and its Committees are empowered to hire at Corporation expense their own
financial, legal and other experts to assist them in addressing matters of importance to the Corporation. The
Compensation Committee works directly with an executive compensation consultant.
9. Non-Employee Director Compensation
The amount and type of compensation for the Corporation's non-employee directors is recommended by the
Corporate Governance and Nominating Committee, which conducts an annual review of director compensation and
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7. develops its recommendation working with outside compensation specialists, and approved by the Board. Each non-
employee director of the Corporation will receive annual compensation in the form of cash, stock options and
restricted stock. For the Board year beginning July 2008, such annual compensation is valued at $265,000, of which
$65,000 will be in cash, $100,000 will be in the form of an option to purchase shares of common stock of the
Corporation, and $100,000 will be shares of restricted stock. Each non-employee Committee Chair (other than the
Audit Committee Chair) receives additional compensation of $20,000 per year. The Audit Committee Chair receives
additional compensation of $25,000 per year, and the lead director receives an additional $35,000 per year.
Compensation will be prorated for any partial service during the year.
10. Director Orientation and Continuing Education
Directors are provided extensive material regarding Centex upon their initial election to the Board, including
a binder containing information regarding Centex and its policies and various administrative and legal matters. Other
orientation procedures include meetings with senior executives of the Corporation and its major business units.
Board meetings are occasionally held outside the corporate office to permit the directors to visit operating locations of
the Centex companies. Centex supports any individual director’s continuing education needs, as long as the
associated financial commitment is reasonable.
11. Evaluation of the Board and its Committees
The Corporate Governance and Nominating Committee has established a process for the annual evaluation
of the effectiveness of the Board and each Committee, and oversees the composition, organization (including its
Committee structure, membership and leadership) and practices of the Board. An individual director assessment is
performed annually as well.
12. Management Compensation, Evaluation and Succession
The Board provides annual goals for the Chief Executive Officer. The Compensation and Management
Development Committee approves those goals and evaluates the CEO's performance, including his or her success
in achieving these goals, in setting compensation.
The Board recognizes that the selection of key leadership and the oversight of succession planning are
among the most important duties of the Board. The Board reviews management succession planning annually. The
Corporation has also established an emergency succession plan to address emergency situations that would require
the immediate temporary or permanent replacement of the Chief Executive Officer.
13. Stock Ownership Guidelines
For directors. The Board has established guidelines suggesting the non-employee directors of the Board
of the Corporation achieve and maintain ownership of a minimum amount of the Corporation’s Common Stock.
These guidelines are five times the cash component of director compensation for the Board year beginning at the
2005 annual meeting.
For executive and senior officers. The Board has established guidelines suggesting that all executive
officers of the Corporation and other senior officers of the Corporation or Centex Homes identified on the list below
should achieve and maintain ownership of a minimum amount of the Corporation's Common Stock. These
guidelines are based on a multiple of base salary as described below:
Title of Officer Multiple
Centex Corporation Centex Homes
Chief Executive Officer 5x
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8. Chief Operating Officer Chief Executive Officer 4x
Chief Financial Officer; Executive Vice Region Presidents; Executive 3x
President and Senior Vice President Vice President, Operations
reporting to CEO or COO Support
Executive Vice President not reporting 2x
to the CEO or COO
Senior Vice President not reporting to 1.5x
the CEO or COO
Directors and officers have five years to meet these guidelines once they become subject to the guidelines.
Compliance is measured at the end of each fiscal year using the closing price of Common Stock on that date.
For purposes of these guidelines, stock is deemed “owned” for both directors and officers in the case of (a)
shares owned outright, (b) beneficially-owned shares; and (c) time vested stock or stock equivalents, such as
restricted stock or stock units or performance units payable in stock. Stock options, whether vested or not, do not
count as stock “owned.” Restricted stock granted to directors is also deemed “owned,” whether or not any applicable
restrictions have lapsed.
In addition to the above ownership guidelines, beginning after adoption of these guidelines in 2008, directors
and officers are subject to a “holding period” requirement for stock options, restricted stock, stock units and
performance units payable in stock. If a person has not reached the ownership guideline set forth above, then 100%
of the after-tax gain on option exercises must be held in shares (through a “net exercise” or exercise and sell to cover
or similar procedure). In addition, if a person has not reached the ownership guideline set forth above, then 100% of
the after-tax shares of vesting restricted stock, or the after-tax shares issued upon the distribution of restricted stock
units or performance units payable in shares must be held in shares. Also, 100% of the after-tax value of
performance units payable in cash must be used to purchase and hold shares. After the ownership guideline has
been met subsequent option exercises and the vesting of stock awards or performance units are not subject to the
holding requirement.
Exceptions to these share ownership and holding requirements may be made at the discretion of the
Compensation and Management Development Committee if compliance would create severe personal or financial
hardship or prevent an officer from complying with a court order (as part of a divorce settlement, for example).
14. Evaluation of Corporate Governance Guidelines
Annually, the Corporate Governance and Nominating Committee reviews these Guidelines and
recommends changes to the Board if appropriate.
15. Stockholder Ratification of Independent Auditors
At the Annual Meeting each year, the holders of the Corporation's Common Stock will be given the
opportunity to vote on whether to ratify the selection of independent auditors for the following fiscal year.
16. Stockholder Proposals
If a stockholder proposal that was not supported by the Board receives a majority of the votes cast at a
meeting at which a quorum is present, the Board will reconsider the proposal.
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9. 17. Stockholder Communications with the Board
Any Centex stockholder may communicate with any member of the Centex Board of Directors by sending
any such communication to Centex Corporation, Post Office Box 199000, Dallas, Texas 75219-9000 to the attention
of the director or directors of the stockholder's choice (e.g., quot;Attention: Lead Directorquot; or quot;Attention: All Independent
Directors,quot; etc.). Centex relays all such communications addressed in this manner as appropriate. Any
communications addressed to the attention of quot;The Board of Directorsquot; will be forwarded to the Lead Director for
review and further handling as appropriate.
18. Policy on Recoupment in Restatement Situations
If financial results of the Corporation are restated due to fraud or intentional misconduct, the Board or an
appropriate Committee will review any incentive compensation paid or awarded to the officer(s) or employee(s) of the
Corporation or any subsidiary who may have been responsible for the fraud or intentional misconduct that caused the
need for the restatement. The Board or appropriate Committee will, to the extent permitted by applicable law, in all
appropriate cases, require recoupment of any unearned amounts paid or awarded as incentive compensation to the
officer or employee, if (i) the Board or the reviewing Committee, as applicable, concludes in good faith that the officer
or employee engaged in fraud or intentional misconduct that caused or partially caused the need for the restatement,
(ii) the amount of the incentive compensation was calculated upon the achievement of certain financial results that
were subsequently the subject of a restatement, and (iii) the amount of the incentive compensation that would have
been awarded to the officer or employee had the financial results been properly reported would have been lower than
the amount actually awarded. The Board will not seek to recover incentive compensation awarded more than three
years prior to the date the applicable restatement is disclosed. For the purposes of this Guideline, “incentive
compensation” includes cash bonus, restricted stock, deferred stock units, stock options, deferred cash
compensation and other long-term measures, and the proceeds from any exercise or sale thereof, and, to the extent
specified in any severance policy of the Corporation or severance agreement, cash severance benefits paid to an
officer or employee.
19. Code of Ethics
The Corporation has adopted “The Centex Way: A Guide to Decision-Making on Business Conduct Issues”
as its code of business conduct. “The Centex Way” promotes the highest ethical standards in all business dealings
by the Corporation’s employees and satisfies the Securities and Exchange Commission’s requirements for a code of
ethics for the Corporation’s executive officers. This document is available on the Corporation’s web site at
www.centex.com in the Investors area (Governance subsection).
As amended through July 10, 2008
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