- 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,
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.
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.
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 provides an overview of the roles and responsibilities of board members. It discusses what attracts and detracts people from board service. It emphasizes the importance of board members asking the right questions about the organization, their commitments, and potential conflicts of interest. The document outlines fiduciary duties including duty of care, loyalty and obedience. It discusses how board members can fulfill these duties through diligence, avoiding conflicts, and acting honestly. The document also addresses exposure to liability through negligent mismanagement, lack of authority, and breach of trust regarding investments and commingling of funds.
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.
This document discusses the role of boards of directors in corporate governance. It defines corporate governance and outlines how boards can build effective governance through defining roles, putting in place governance arrangements, and ensuring proper oversight. It describes the key roles of the board chairman and CEO and discusses how board committees and instruments like charters can enhance effectiveness. The document also addresses boards' responsibilities in areas like financial oversight, risk management, and upholding legal principles of directorship.
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.
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.
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.
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 provides an overview of the roles and responsibilities of board members. It discusses what attracts and detracts people from board service. It emphasizes the importance of board members asking the right questions about the organization, their commitments, and potential conflicts of interest. The document outlines fiduciary duties including duty of care, loyalty and obedience. It discusses how board members can fulfill these duties through diligence, avoiding conflicts, and acting honestly. The document also addresses exposure to liability through negligent mismanagement, lack of authority, and breach of trust regarding investments and commingling of funds.
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.
This document discusses the role of boards of directors in corporate governance. It defines corporate governance and outlines how boards can build effective governance through defining roles, putting in place governance arrangements, and ensuring proper oversight. It describes the key roles of the board chairman and CEO and discusses how board committees and instruments like charters can enhance effectiveness. The document also addresses boards' responsibilities in areas like financial oversight, risk management, and upholding legal principles of directorship.
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.
The document outlines the corporate governance guidelines for TechTarget's Board of Directors. It discusses the board's structure and procedures, including director qualifications, responsibilities, succession planning, compensation, and access to management and advisors. The guidelines cover issues such as board size, committee composition, executive sessions, orientation, evaluations, and shareholder communications. The board will periodically review and amend the guidelines as needed to fulfill its duties governing the company.
The document discusses the roles and responsibilities of company directors. It defines what a director is, noting that a director is appointed or elected to a company's board of directors and is responsible for determining and implementing company policy. It outlines general rules regarding the appointment of directors, such as minimum and maximum numbers, eligibility criteria, and disqualification criteria. It also summarizes the roles of directors as agents, employees, officers, and key managerial personnel of the company. Finally, it briefly discusses the roles and functions of independent directors in bringing objective and independent judgment to board deliberations and decisions.
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.
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.
Presentation on Independent Director as per Companies Act 2013Vishal Dhona, ACS
Presentation is made for understanding what is independent director? what are its roles?
Also by means of this you can understand what are the various provisions applicable to independent director.
This document contains information about non-executive directors (NEDs), including definitions, who they are, their roles, and provisions regarding NEDs in India. It begins with definitions of terms like NED, managing director, and executive director. It explains that NEDs are members of the board who do not participate in day-to-day management. Their roles include monitoring executive performance, contributing to strategy, and sitting on committees. The document also discusses NED provisions in India, differences between NEDs and independent directors, and duties and responsibilities of NEDs.
LIC Housing Finance Limited is one of India's largest housing finance companies. Its board of directors consists of both executive and non-executive directors, including independent directors. The board has established several committees to oversee key functions like auditing, nomination/remuneration, corporate social responsibility, and risk management. The company has adopted policies on whistleblowing, CSR, and corporate culture that emphasize accountability, commitment, trust, and ethical conduct among employees.
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.
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 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 discusses the role of a Non-Executive Director (NED) in a small or medium-sized enterprise. It defines a NED as a part-time director who is not involved in day-to-day management. The key responsibilities of a NED include providing strategic guidance, holding executive directors accountable, and ensuring good corporate governance. An effective NED should bring experience, skills, and an independent perspective to board discussions and decision-making. The document outlines best practices for NEDs, such as preparing thoroughly, constructively challenging proposals, and maintaining independence from management.
This document discusses corporate board committees and their roles and responsibilities. It begins by explaining that board committees focus on specific areas to make recommendations to the full board. There are mandatory committees like the audit committee, which monitors financial reporting, and non-mandatory committees that provide guidance on areas like remuneration, shareholder grievances, nominations, compliance, investments, and risk management. The document concludes that committees help structure the board's work by handling specific tasks and advising the full board, though the board must ultimately approve all committee recommendations.
The presentation gives an overview of duties, responsibilities of Directors, Independent Directors, Managerial remuneration, definitions of Key managerial personnel, related party etc.
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.
Harley-Davidson was founded in 1901 in Milwaukee, Wisconsin and is an American motorcycle manufacturer. It started with two founders building motorcycles in a backyard shed. By the 1960s, the company was struggling but was bought by new owners in 1981 who turned it around. Today, Harley-Davidson has over 1,600 dealers globally and is known as an American icon. The company emphasizes excellent corporate governance and relationships between management, employees, dealers and customers.
Advance Auto Parts is focused on providing industry-leading customer service. In 2005, Advance undertook several initiatives to better serve customers including opening new stores, remodelling existing stores, introducing new products, expanding commercial programs, and improving in-stock levels. Advance also improved its financial performance, returned capital to shareholders, and remains committed to continuous improvement to serve customers.
The document provides tips for saving money on petrol/gas purchases. It recommends filling up in the early morning when the ground is cold to get the most accurate volume of petrol. It also advises pumping slowly to minimize vapors and shorting at the pump, and to fill up when the tank is half full to reduce air space and evaporation. The final tip is to avoid filling up during delivery to avoid dirt stirred up in the storage tanks. Sharing these tips could help many petrol buyers save money.
The document discusses software architecture and some common problems in its creation. It identifies three main issues: a focus on technical solutions over requirements, lack of planning time, and the difficulty of gaining experience as an architect. To address these, the document recommends getting involved early, understanding requirements thoroughly, pairing with others, practicing with architecture exercises, and focusing on important design decisions that are hard to change.
Tennessee is located in the southeastern United States. It has a population of over 6 million people and its capital and largest city is Nashville. The Appalachian Mountains dominate the eastern part of the state while the Mississippi River forms its western border. Over 80% of Tennesseans are Christian, with the largest denominations being Baptist, Methodist, and Church of Christ.
This document discusses different methods of web communication including web messaging, web workers, server sent events, and web sockets. Web messaging allows secure communication between documents from different domains. Web workers run JavaScript without blocking the user interface. Server sent events push data from the server to the client over HTTP. Web sockets provide bi-directional communication between the server and client with low overhead. Examples of uses include portals, widgets, ads, live scores, polls, auctions and more.
This document provides an overview of SAP HCM and discusses key HR concepts such as organizational structures, personnel administration, and master data. It explains that HR differs from other modules through its use of infotypes, logical database, macros, and specialized data storage and authorization checks. The presentation then covers enterprise, personnel, and organizational structures as well as jobs, positions, employee groups, and other components that make up the overall personnel structure in SAP HCM.
Lessons in Website Management for PR Pros - PRSA Southwest District ConferenceCaitlin Jeansonne
This document discusses how to take control of your website through search engine optimization. It covers search engine fundamentals like how search engines work and what they look for on websites. It also discusses analyzing website analytics to understand key metrics like visits, engagement, and top traffic sources. Finally, it provides tips for crafting an effective content strategy, such as brainstorming content topics, using keywords, creating different types of content, and setting up an editorial calendar to regularly add new content. The overall message is that understanding search engines and analytics can help improve a website, and a strong content strategy is key for search engine optimization.
The document outlines the corporate governance guidelines for TechTarget's Board of Directors. It discusses the board's structure and procedures, including director qualifications, responsibilities, succession planning, compensation, and access to management and advisors. The guidelines cover issues such as board size, committee composition, executive sessions, orientation, evaluations, and shareholder communications. The board will periodically review and amend the guidelines as needed to fulfill its duties governing the company.
The document discusses the roles and responsibilities of company directors. It defines what a director is, noting that a director is appointed or elected to a company's board of directors and is responsible for determining and implementing company policy. It outlines general rules regarding the appointment of directors, such as minimum and maximum numbers, eligibility criteria, and disqualification criteria. It also summarizes the roles of directors as agents, employees, officers, and key managerial personnel of the company. Finally, it briefly discusses the roles and functions of independent directors in bringing objective and independent judgment to board deliberations and decisions.
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.
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.
Presentation on Independent Director as per Companies Act 2013Vishal Dhona, ACS
Presentation is made for understanding what is independent director? what are its roles?
Also by means of this you can understand what are the various provisions applicable to independent director.
This document contains information about non-executive directors (NEDs), including definitions, who they are, their roles, and provisions regarding NEDs in India. It begins with definitions of terms like NED, managing director, and executive director. It explains that NEDs are members of the board who do not participate in day-to-day management. Their roles include monitoring executive performance, contributing to strategy, and sitting on committees. The document also discusses NED provisions in India, differences between NEDs and independent directors, and duties and responsibilities of NEDs.
LIC Housing Finance Limited is one of India's largest housing finance companies. Its board of directors consists of both executive and non-executive directors, including independent directors. The board has established several committees to oversee key functions like auditing, nomination/remuneration, corporate social responsibility, and risk management. The company has adopted policies on whistleblowing, CSR, and corporate culture that emphasize accountability, commitment, trust, and ethical conduct among employees.
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.
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 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 discusses the role of a Non-Executive Director (NED) in a small or medium-sized enterprise. It defines a NED as a part-time director who is not involved in day-to-day management. The key responsibilities of a NED include providing strategic guidance, holding executive directors accountable, and ensuring good corporate governance. An effective NED should bring experience, skills, and an independent perspective to board discussions and decision-making. The document outlines best practices for NEDs, such as preparing thoroughly, constructively challenging proposals, and maintaining independence from management.
This document discusses corporate board committees and their roles and responsibilities. It begins by explaining that board committees focus on specific areas to make recommendations to the full board. There are mandatory committees like the audit committee, which monitors financial reporting, and non-mandatory committees that provide guidance on areas like remuneration, shareholder grievances, nominations, compliance, investments, and risk management. The document concludes that committees help structure the board's work by handling specific tasks and advising the full board, though the board must ultimately approve all committee recommendations.
The presentation gives an overview of duties, responsibilities of Directors, Independent Directors, Managerial remuneration, definitions of Key managerial personnel, related party etc.
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.
Harley-Davidson was founded in 1901 in Milwaukee, Wisconsin and is an American motorcycle manufacturer. It started with two founders building motorcycles in a backyard shed. By the 1960s, the company was struggling but was bought by new owners in 1981 who turned it around. Today, Harley-Davidson has over 1,600 dealers globally and is known as an American icon. The company emphasizes excellent corporate governance and relationships between management, employees, dealers and customers.
Advance Auto Parts is focused on providing industry-leading customer service. In 2005, Advance undertook several initiatives to better serve customers including opening new stores, remodelling existing stores, introducing new products, expanding commercial programs, and improving in-stock levels. Advance also improved its financial performance, returned capital to shareholders, and remains committed to continuous improvement to serve customers.
The document provides tips for saving money on petrol/gas purchases. It recommends filling up in the early morning when the ground is cold to get the most accurate volume of petrol. It also advises pumping slowly to minimize vapors and shorting at the pump, and to fill up when the tank is half full to reduce air space and evaporation. The final tip is to avoid filling up during delivery to avoid dirt stirred up in the storage tanks. Sharing these tips could help many petrol buyers save money.
The document discusses software architecture and some common problems in its creation. It identifies three main issues: a focus on technical solutions over requirements, lack of planning time, and the difficulty of gaining experience as an architect. To address these, the document recommends getting involved early, understanding requirements thoroughly, pairing with others, practicing with architecture exercises, and focusing on important design decisions that are hard to change.
Tennessee is located in the southeastern United States. It has a population of over 6 million people and its capital and largest city is Nashville. The Appalachian Mountains dominate the eastern part of the state while the Mississippi River forms its western border. Over 80% of Tennesseans are Christian, with the largest denominations being Baptist, Methodist, and Church of Christ.
This document discusses different methods of web communication including web messaging, web workers, server sent events, and web sockets. Web messaging allows secure communication between documents from different domains. Web workers run JavaScript without blocking the user interface. Server sent events push data from the server to the client over HTTP. Web sockets provide bi-directional communication between the server and client with low overhead. Examples of uses include portals, widgets, ads, live scores, polls, auctions and more.
This document provides an overview of SAP HCM and discusses key HR concepts such as organizational structures, personnel administration, and master data. It explains that HR differs from other modules through its use of infotypes, logical database, macros, and specialized data storage and authorization checks. The presentation then covers enterprise, personnel, and organizational structures as well as jobs, positions, employee groups, and other components that make up the overall personnel structure in SAP HCM.
Lessons in Website Management for PR Pros - PRSA Southwest District ConferenceCaitlin Jeansonne
This document discusses how to take control of your website through search engine optimization. It covers search engine fundamentals like how search engines work and what they look for on websites. It also discusses analyzing website analytics to understand key metrics like visits, engagement, and top traffic sources. Finally, it provides tips for crafting an effective content strategy, such as brainstorming content topics, using keywords, creating different types of content, and setting up an editorial calendar to regularly add new content. The overall message is that understanding search engines and analytics can help improve a website, and a strong content strategy is key for search engine optimization.
This document discusses managing service management skills using the e-Competence Framework (e-CF). It describes how the e-CF can be used as a tool to describe competencies and assess training and certification programs. The e-CF identifies 36 competencies structured by area, level and examples of knowledge and skills that can be applied to roles in IT service management. Competence management is key to developing a professional culture with competent people who know what to do, are cooperative and flexible, and provide innovative solutions for customers.
Keep an open mind and try new experiences. Surround yourself with positive people and focus on self-improvement. Make time for fun activities that make you laugh and bring you joy like hobbies, spending time with loved ones, and travel. Prioritize your health and take care of yourself both physically and mentally.
The document proposes a prototype for an e-Skills Landscape Service and self-assessment tool. The service would provide information on e-Skills quality, demand and supply, map certificates, and share best practices. It would include tools for self-assessment using the European e-Competence Framework and connecting users to ICT professional profiles. A tiny user survey found professionals, employers, and trainers viewed the proposed service as mostly welcome and useful.
El documento proporciona requisitos para varios trámites gubernamentales, incluyendo el Registro Federal de Contribuyentes, Registro Estatal de Causantes, Informe Preventivo Municipal, Estudio de Impacto Ambiental, Carta de Factibilidad y Servicio de Bomberos, Licencia Sanitaria e inscripción ante el IMSS. Para cada trámite, se enumeran los documentos necesarios como identificaciones, comprobantes de domicilio y constitución legal de la entidad.
This document is the 2008 Annual Report of The Clorox Company. It summarizes the company's financial highlights for fiscal year 2008, including net sales of $5.3 billion, net earnings of $899 million, and net cash provided by operations of $730 million. It discusses the company's focus on its Centennial Strategy, aimed at delivering double-digit annual growth in economic profit. Key accomplishments in fiscal 2008 included sales growth of 9%, cost savings of $93 million, and progress on strategic priorities around engagement, innovation, and growth. The report expresses confidence that Clorox is well-positioned in a challenging cost environment through its trusted brands, consumer insights, and operational focus.
We're ready to serve customers with quality auto parts, friendly service, and clean conveniently located stores. Advance Auto Parts has over 2,400 stores in 37 states, offering over 120,000 brand name and private label parts and accessories. While a large company, Advance prioritizes small town values like community involvement and customer care over corporate interests.
3 tendances tech qui pourraient impacter les stratégies marketing en 2015Mediamaispasque
Connected devices will generate more user data that can be used to personalize experiences and recommendations. Marketers should leverage this data through real-time targeted ads, location-based content, and context-aware services to improve the customer experience. As technology becomes more integrated into everyday life through smartphones, smart home devices, wearables and drones, consumers expect immediate, simple access to information and services on demand anytime, anywhere.
The annual report summarizes NCR Corporation's performance in 2002. It discusses revenue, operating income, cash flow, and year-over-year improvements. Key business segments like Teradata Data Warehousing, Financial Self Service, and Systemedia are highlighted. The report also covers NCR's global business model, goals to improve profitability through cost reductions, and opportunities for growth in 2003.
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 Toll Brothers, Inc. as established by its Board of Directors. It discusses director qualification standards, responsibilities, access to management and independent advisors, compensation, orientation and continuing education. It also covers management succession planning, annual board performance evaluations, and notes the guidelines were adopted in 2002 and amended in 2003.
The document outlines the corporate governance guidelines of Toll Brothers, Inc. as established by its Board of Directors. It discusses director qualification standards, responsibilities, access to management and independent advisors, compensation, orientation and continuing education. It also covers management succession planning, annual board performance evaluations, and notes the guidelines were adopted in 2002 and amended in 2003.
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.
The document discusses corporate governance and the stakeholders in a company. It defines a stakeholder as anyone with an interest in the company, whether as an owner or not. The main stakeholders discussed are general shareholders, directors, employees, and creditors. It then goes on to summarize the key points of Pakistan's Code of Corporate Governance from 2012, including the responsibilities of the board of directors, requirements for board meetings, and qualifications for senior financial roles.
The document outlines the corporate governance guidelines of Ingram Micro Inc. regarding the composition and responsibilities of the company's board of directors. It discusses criteria for board membership, including director qualifications, term limits, ownership requirements, handling of conflicts of interest, and attendance expectations. It also describes the roles of the chairman, lead director, board committees, and processes for setting board agendas and holding executive sessions.
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 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.
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.
- 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.
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.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
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 the governance principles of Winn-Dixie Stores, Inc.'s board of directors. It discusses the board's responsibilities in overseeing the company's business and management. It also covers topics like board leadership, committee structure, director qualifications and evaluations, management succession planning, and shareholder communications. The principles are reviewed by the board at least annually.
The document outlines governance principles for Winn-Dixie Stores, Inc.'s board of directors that were adopted on September 20, 2007. It discusses the board's responsibilities in overseeing the company's business and management, establishing leadership roles for the board chair and potential lead director, and requirements for board membership including director qualifications, tenure, and independence standards. The principles also address board meeting practices such as schedule, agenda-setting, and senior management participation.
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 Schering-Plough Corporation's corporate governance guidelines, which were approved by the board of directors in July 2007. The guidelines cover topics such as board composition, director qualifications and responsibilities, committee structure and responsibilities, and compliance and ethics oversight. The purpose of the guidelines is to ensure good corporate governance in order to achieve Schering-Plough's mission of earning trust every day through innovative medical research that benefits patients and shareholders.
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Fidelity National Information Services held an investor day on May 28, 2008 to discuss strategic initiatives and the planned spin-off of its Lender Processing Services segment. The presentation discussed the rationale for separating LPS, including that they have distinct businesses, limited ability to leverage each other, and competing investment needs. A timeline for the spin-off was also presented, with an estimated effective date of July 1.
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1. LIZ CLAIBORNE, INC. CORPORATE GOVERNANCE GUIDELINES
(as amended as of February 25, 2008)
The following Corporate Governance Guidelines have been adopted by the Board of Directors (the
“Board”) of Liz Claiborne, Inc. (the “Company”) to assist the Board in the exercise of its
responsibilities. These Guidelines are the most recent version of the Guidelines originally adopted
in 1995. The Guidelines are not intended to change or interpret any applicable rule, law or
regulation, including the Delaware General Corporation Law, the rules of the New York Stock
Exchange, or the Company’s Certificate of Incorporation or By-laws. These Guidelines are subject
to modification by the Board from time to time.
BOARD MEMBERSHIP
Board Membership Criteria
In seeking new Director candidates, and in evaluating incumbent Directors, the overarching
criterion shall continue to be the ability to fulfill a Director's fiduciary duties in the best interests
of the Company and all of its shareholders. In this spirit, Directors should have:
• Unquestioned integrity, strength of character, vision, imagination and
loyalty to the Company and its shareholders
• Practical and mature judgment, with ability to evaluate and appraise
objectively the Company’s strategies and financial position and fulfill the
role of fiduciary oversight
• Substantial business experience, with practical application to the
Company’s needs
• Willingness and ability to make a significant commitment of time and
attention to the Board’s processes and affairs, including meetings and
preparation
• Ability to work with fellow Directors as members of a collegial group,
without necessarily always agreeing with them
• Absence of conflicts of interest that would interfere with Board service
• Commitment to having a meaningful, long-term equity ownership stake in
the Company; in this connection the Board has adopted a policy expressing
the expectation that each Director shall, over a reasonable period of time,
accumulate a holding of Company shares having a value equal to three
times (3x) the value of the annual Board stock retainer
Responsibilities of Directors
The Board believes that the primary responsibilities of Directors are to exercise their business
judgment in good faith and to act in what they reasonably believe is in the best interests of the
Company and all of its shareholders. Directors must fulfill their responsibilities consistent with
their fiduciary duty to shareholders, in compliance with all applicable laws, rules and regulations.
Directors shall be entitled to rely in good faith on the honesty and integrity of the Company’s
2. senior executives and its outside advisors and auditors. The Directors shall be entitled to have the
Company purchase directors' and officers’ liability insurance on their behalf, to the benefits of
indemnification to the fullest extent permitted by law, and to exculpation as provided by state law
and the Company’s Certificate of Incorporation.
Directors are expected to prepare for, attend regularly and participate actively and constructively at
meetings of the Board and its Committees. Directors are expected to attend the annual meeting of
stockholders except in the event of exigent circumstances. Directors are expected to review the
material that is distributed in advance of any Board or Committee meeting.
Directors are expected to become and remain informed about the Company’s business,
performance, operations and management; general business, industry and economic trends
affecting the Company; and principles and practices of sound corporate governance.
A Director will not participate in the discussion of or decision on any matter in which he or she has
a personal, business or professional interest other than his or her interest as a shareholder of the
Company. Directors shall promptly inform the Chair of the Nominating and Governance
Committee regarding any actual or potential conflict of interest. All Directors are expected to
comply with the Company's policies and code of ethics, including with respect to conflicts of
interest.
Size of the Board
The Board believes that its tradition of being a relatively small “working” group leads to
meaningful participation by all Directors in the Board’s discussions and decision making
processes, and should be continued.
The current view is that the optimal size of the Company’s Board is between 9 and 12 Directors,
the exact number to be dependent on the availability of outstanding candidates.
“Independence” of Directors; Categorical Standards for Immaterial Relationships
A substantial majority of the Directors shall be “independent,” as that term is defined from time to
time under the listing standards of the New York Stock Exchange and determined as provided for
in these Guidelines.
As required by such listing standards, in assessing independence, the Board shall make a
determination whether a Director or any member of his or her immediate family has any material
relationship with the Company, either directly or indirectly as a partner, shareholder or officer of
an organization that has a relationship with the Company. In making a determination regarding a
Director’s independence, the Board shall consider all relevant facts and circumstances, including
the Director’s commercial, industrial, banking, consulting, legal, accounting, charitable and
familial relationships, and such other criteria as the Board may determine from time to time.
The Board has adopted a set of categorical standards under which relationships falling within any
of the categories set forth on Annex A to these Guidelines will be deemed immaterial for purposes
of the Board’s independence determinations. Relationships that do not fall within such categories
will not necessarily be deemed to be material.
2
3. Selection of New Director Candidates; Director Orientation
The Board is itself responsible for selecting its own members. The Nominating and Governance
Committee acts as the nominating committee and is responsible to make recommendations
regarding Director candidates and nominees.
The Board is committed to maintaining the Company’s tradition of inclusion and diversity within
the Board, and confirms that the Company’s policy of non-discrimination based on sex, sexual
preference, race, religion or national origin applies in the selection of Directors.
Company shareholders may propose Director nominees through procedures set out in the
Company’s Certificate of Incorporation. The process to be followed is stated in the Company’s
annual proxy statement. In addition, the Nominating and Governance Committee will consider
Director nominees proposed by shareholders that comply with procedural requirements that may be
communicated to shareholders from time to time.
A profile/criteria will be developed in advance of each new Director search, with the goal of
balancing expertise/experience in light of the then current mix of Directors. The Nominating and
Governance Committee will continue to seek ongoing input from the Chief Executive Officer and
incumbent Directors, with the goal of identifying and informally approaching possible Director
candidates in advance of actual need.
The Secretary of the Company shall arrange for orientation sessions for newly elected Directors,
including briefings by senior managers, to familiarize new Directors with the Company’s overall
business and operations, strategic plans and goals, financial statements, accounting and risk
management issues, and key policies and practices, including corporate governance matters.
The Board shall itself determine in each case the manner by which an invitation to join the Board
shall be extended.
Director Resignation
Under Section 6 of Article II of the By-Laws, in an uncontested election, each director shall be elected
by a majority vote. In that connection, the Board shall not nominate for director any director candidate
who is an incumbent director unless and until such director candidate has submitted in writing his or
her irrevocable resignation as a director, which resignation would be effective upon the director’s
failure to receive the required majority vote in any uncontested election and the Board’s acceptance of
such resignation. If a resignation agreement is not executed by an incumbent director prior to the
election of directors, it is the policy of the Board that if such director fails to receive the required
majority vote in an uncontested election, he or she shall, promptly after certification of such vote,
tender his or her resignation to the Chairman of the Board which resignation would be effective upon
its acceptance by the Board.
If an incumbent director is not elected by a majority of the votes cast (unless, pursuant to Section 6 of
Article II of the By-Laws, the director election standard is a plurality of the votes cast), such incumbent
director shall promptly tender his or her resignation to the Board. A recommendation on whether to
accept such resignation shall be made by the Nominating and Governance Committee, or, if a majority
of such committee did not receive the required majority vote at the most recent meeting of stockholders
at which directors stood for election, a majority of the Board shall appoint a special committee of
independent directors for such purpose of making a recommendation to the Board (the “Special
3
4. Nominating Committee”). If there are less than three independent directors on the Board (excluding
directors who failed to receive the required majority vote at the most recent meeting of stockholders at
which directors stood for election), the Board shall act on the resignation offers. The applicable
committee, if any, shall make a recommendation to the Board on whether to accept or reject the
director’s resignation, or whether other action should be taken. The Board shall act on any such
resignation offer within 90 days from the date of the certification of the election results. The Board’s
actions with respect to any such resignation offer may include: (i) accepting the resignation offer, (ii)
deferring acceptance of the resignation offer until a replacement director with certain necessary
qualifications held by the subject director (e.g., accounting or related financial management expertise)
can be identified and elected to the Board, (iii) maintaining the director but addressing what the Board
believes to be the underlying cause of the “against” votes, (iv) maintaining the director but resolving
that the director will not be re-nominated in the future for election, or (v) rejecting the resignation offer.
The Board’s decision and an explanation of any determination not to accept the director’s resignation
shall be disclosed promptly in a Form 8-K filed with the United States Securities and Exchange
Commission. Notwithstanding the foregoing, if acceptance by the Board of all the offers of resignation
then pending would result in the Company having (i) fewer than a majority of the directors who were in
office before the election or (ii) less than a majority of independent Directors as required under the
rules of the New York Stock Exchange, the Board may determine to extend such 90-day period by an
additional 90 days upon the conclusion that such an extension is in the best interests of the Company.
If any director’s resignation offer is not accepted by the Board, such director shall continue to serve
until his or her successor is duly elected and qualified, unless he or she shall cease to serve by reason of
death, resignation or other cause. If a director’s offer of resignation is accepted by the Board, or if a
nominee for director is not elected and the nominee is not an incumbent director, then the Board, acting
on the recommendation of the Nominating and Governance Committee, or Special Nominating
Committee, as may be applicable, may, pursuant to the By-Laws or Certificate of Incorporation, fill the
resulting vacancy or decrease the size of the Board.
The Board expects an incumbent director that fails to receive the required majority vote in any
uncontested election to exercise voluntary recusal from participation in meetings to consider any
resignation arising from such election, except in limited circumstances, in any consideration by the
Nominating and Governance Committee (or such other committee as may be designated pursuant to the
policy set forth above) and by the Board with respect to whether to accept or reject such director’s
resignation or whether other action should be taken; provided that if the number of independent
directors (excluding directors who were not successful incumbents at the most recent meeting of
stockholders at which directors stood for election) is fewer than three, all directors may participate in
the decisions of the Board pursuant to these resignation and recusal policies.
Term Limits
The Board does not believe that term limits for Directors are necessary or appropriate at the
present time, especially in light of its requirement that Directors’ effectiveness be evaluated on a
periodic basis.
Other Directorships
The Board will consider other commitments, including board service, in assessing each Director’s
and potential candidate's ability to serve on the Board and fulfill his or her responsibilities. Each
Director is expected to notify the Chairman and the Chairperson of the Nominating and
Governance Committee in advance of accepting an invitation to serve as a member of another
public company board of directors.
4
5. Retirement Age
Directors shall retire at the Annual Meeting next following the Director's 72nd birthday.
Former Chairman/Chief Executive Officer's Board Membership
The Board will consider on a case-by-case basis whether a retiring Chairman/Chief Executive
Officer should be invited to remain on as a Director past his or her then current term.
Directors Who Change Their Present Job Responsibility
If a Director’s primary job/responsibility changes, that Director is expected to offer his or her
resignation as a Board member, thereby giving the Board an opportunity to review the
appropriateness of continued Board tenure.
Director Education
Appropriate education opportunities shall be made available for Directors in areas such as
corporate governance, financial reporting and executive compensation and in other areas of interest
or concern to the Board.
BOARD ORGANIZATION AND OPERATIONS
Selection of Chairman and Chief Executive Officer
The Board does not believe that mandating any single structure regarding the separation of the
roles of Chairman and Chief Executive Officer is necessary or appropriate. The Board reserves to
itself the right to determine the appropriate leadership structure for the Board on a case-by-case
basis, taking into account at any particular time the Board's assessment of its and the Company’s
needs, as well as the people and situation involved.
Executive Sessions of Outside Directors
It shall continue to be the policy of the Board that the non-management Directors (or Outside
Directors) shall meet in executive session (i.e., without management present) at each regular meeting,
as well as when they as a group deem such meeting necessary or appropriate. The Chair of the
Nominating and Governance Committee shall preside at such sessions; in the absence of such person,
the Outside Directors present will select another Committee chair to preside at such session. The
Director who presides at these executive sessions will be disclosed in the annual proxy statement. If
the group of Outside Directors includes any Directors who are not “independent” (as such term is
defined from time to time under the listing standards of the New York Stock Exchange and determined
as provided for in these Guidelines), an executive session of the independent Directors shall be
scheduled at least once per year.
Frequency and Length of Meetings
The Board's current schedule of six regular Board meetings per year appears appropriate at the
present time. One of the Board's meetings each year, preferably the one at which management's
5
6. strategic plan is formally presented and/or reviewed, should continue to be held at an “off campus”
site; this meeting is in the nature of a “Board retreat” and should run for a full day, preceded by a
Directors’ dinner.
The practice of convening a Directors’ dinner in advance of certain Board meetings is encouraged,
as is the scheduling of periodic Director/management sessions.
Selection of Agenda Items for Board Meetings
Although Board agendas are primarily the responsibility of the Chairman, it shall continue to be
the Board’s policy that Directors are encouraged to request at any time that relevant items be
placed on the Board's agenda.
Board Materials Distributed in Advance
It shall continue to be the policy of the Board that all Directors are entitled to be fully informed in
advance of all major proposals, in order that they have the opportunity to make a meaningful and
deliberate contribution to the decision making process. As a general rule, Directors should
continue to receive supporting documentation with respect to significant agenda items in advance of
Board or Committee meetings, so that meeting time may be conserved and discussion time will be
focused on questions which the Board or Committee may have on the subject matter. Directors are
expected to review in advance the materials sent to them before each Board and Committee
meeting.
The current practice of circulating a basic informational packet (containing operating and financial
data along with management commentary, as well as relevant press and analyst reports) together
with special presentation materials in advance of each meeting should be continued. The type of
information circulated, as well as its presentation, is subject to ongoing input from all Directors.
Presentations
Although management presentations are often useful, meeting time should continue to be kept
available for a full discussion of issues which need to be addressed.
Regular Attendance of Non-Directors at Board Meetings
As a general rule, in light of its tradition as a “working” Board, the Board believes that invitees to
Board meetings should continue to be limited so as not to inhibit a full and free discussion of
issues. Management is encouraged to continue to invite, from time to time, Company executives
to attend portions of Board meetings, where they can provide valuable insight into particular
issues and/or where it is believed that such executives have future potential and should be given
exposure to, and the opportunity to interact with, the Board.
The Board is comfortable with the current practice of inviting certain non-Directors to meetings,
together with Company executives, from time to time to make presentations. Should the Chairman
wish to add additional invitees on a regular basis, it is expected that this suggestion be submitted to
the full Board for its concurrence.
Board Compensation
In order to attract and maintain a qualified Board, the Company seeks to set Director
6
7. compensation levels on a competitive basis. Each Director acting as Chair of a Committee shall
receive an additional stipend for such service. The Board believes that continuing to pay a portion
of the Directors' annual retainer in shares of Company stock is appropriate.
The Nominating and Governance Committee shall periodically review the Directors’
compensation package in light of the compensation paid by similarly situated companies as well
as the time commitments required of the Board, and shall report to the full Board as to
competitiveness and recommendations.
Board Access to Management and Advisors
The Outside Directors shall continue to have complete access to the executives of the Company,
without senior corporate management present.
The Outside Directors shall continue to have complete access to the Company's outside advisors,
with the ability to hire their own at the Company's expense, without the need to obtain the
approval of management.
Board and Committee Evaluations
The Nominating and Governance Committee shall continue to oversee reviews of Board and
Committee performance and effectiveness. Such reviews shall be conducted, and reviewed by the
full Board, annually.
Formal Evaluation of the Chief Executive Officer
The Nominating and Governance Committee, together with the Compensation Committee, shall
oversee the annual performance review of the Company's Chief Executive Officer in accordance with a
forward agenda to be determined annually, and the full Board will review and discuss the results of
such review. The scope, format and criteria of such reviews shall be determined in consultation with
the Board as a whole.
Succession Planning
At the present time, the Board believes that planning for corporate succession, including in the
event of an emergency or the retirement of the Chief Executive Officer, is the responsibility of
the full Board. This topic shall be discussed at the executive sessions of the Outside Directors,
and, as such group determines, at full Board meetings. The Chief Executive Officer should make
available to the Board his or her recommendations and evaluations of potential successors, along
with a review of any development plans recommended for such individuals.
Management Development
At the present time, the Board believes that planning for management development is the
responsibility of the full Board. The forward calendar of the Board shall require that this topic be
placed at least annually on the Board’s agenda; it shall also be a topic for discussion at the
executive sessions of the Outside Directors.
Board Interaction With Shareholders and Interested Parties
As a general rule, the Chairman, Chief Executive Officer and management speak for the Company,
7
8. with responsibility for maintaining open communication with shareholders and other constituencies.
The Board will establish, and periodically review, processes by which shareholders and other
interested parties may communicate with the Board, the Outside Directors as a group, or
individual Directors, including the Chair of the Nominating and Governance Committee.
BOARD COMMITTEES
Committees
The Board has established four Committees: Audit; Compensation; Nominating and Governance
(formerly the Committee on Directors); and Finance, each with its own charter. Each Committee
charter sets forth the purposes, goals, and responsibilities of the Committee as well as qualifications for
Committee membership, procedures for Committee member appointment and removal, Committee
structure and operations and Committee reporting to the Board. Each charter also provides for an
annual performance evaluation of the Committee. The Audit, Compensation and Nominating and
Governance Committees shall be composed solely of Directors who are “independent” (as such term is
defined from time to time under the listing standards of the New York Stock Exchange and determined
as provided for in these Guidelines). The Finance Committee shall be composed solely of non-
management Directors. The members of the Audit Committee shall also satisfy any additional
requirements with respect to independence as provided for under the listing standards of the New York
Stock Exchange and the rules and regulations under the Securities Exchanges Act of 1934, and meet
such additional requirements as are provided from time to time in the Charter of such Committee.
The Board may establish such additional committees that the Board may deem necessary and
appropriate from time to time.
Committee Chairs and Agendas
The Nominating and Governance Committee shall recommend to the Board the appointment of a
Chair of each Committee (other than the Nominating and Governance Committee, whose Chair
will be selected by the Board), to be responsible for calling and chairing meetings and ensuring
the Committee's forward agenda is compiled and adhered to. Each Committee should seek to
formulate a forward agenda for each year, which should be circulated for comment.
Assignment of Committee Members
The Nominating and Governance Committee shall annually review the make-up and effectiveness of
each Board Committee, as well as Committee Chairs, and make its recommendations as to assignment
of Committee members and Chairs to the full Board.
8
9. ANNEX A
Categorical Standards for Immaterial Relationships between a Director and the
Company for Purposes of Independence Determinations
A Director will not qualify as independent unless the Board of Directors affirmatively
determines, after consideration of all relevant factors, that the Director has no material
relationship with the Company.
The Board has adopted the following set of categorical standards under which relationships
falling within any of the categories set forth below will be deemed immaterial for purposes of
the Board’s independence determinations. Relationships that do not fall within these
categories will not necessarily be deemed to be material:
1. A Director (or an immediate family member) serves as a director, executive officer or
employee of an Entity that, in the ordinary course of business of the Company and the
Entity, makes payment for goods and services received from the Company, or receives
payment for goods and services (other than professional services) provided to the
Company, if the gross amount of such payments in any fiscal year of the Company does
not exceed the lesser of (x) 1% of the revenues of the Company for its most recently
completed fiscal year; (y) 1% of the revenues of the Entity for its most recently completed
fiscal year; and (z) $1 million, if the Director (or immediate family member) is an
executive officer or employee of the Entity, and $20 million, if the Director (or immediate
family member) is a director of the Entity.
2. A Director (or an immediate family member) serves as a director or trustee of, or is
otherwise affiliated with, a charity, hospital or other not-for-profit organization to which
the Company or the Liz Claiborne Foundation has made discretionary charitable
contributions (excluding matching contributions) not exceeding $100,000 in any of the
three preceding fiscal years of the Company.
3. A Director (or an immediate family member) beneficially owns for investment
purposes less than 5% of the outstanding voting securities of a publicly traded company
having a business relationship, directly or through one or more subsidiaries, with the
Company, provided that the Director (or immediate family member) is not a director,
executive officer or employee of the publicly traded company.
4. A Director (or an immediate family member) serves as a director, executive officer or
employee of an Entity that, in the ordinary course of its business, participates in a credit or
similar facility entered into by the Company, as lender but not as agent, in an amount that
does not exceed the lesser of (x) 10% of the total participations in the facility; (y) 2% of
the net assets of the Entity as of the end of its most recently completed fiscal quarter; and
(z) $10 million, if the Director (or immediate family member) is an executive officer or
employee of the Entity, and $100 million, if the Director (or immediate family member) is
a director of the Entity.
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10. 5. A Director (or an immediate family member) serves as a director, executive officer or
employee of an Entity that, in the ordinary course of its business, holds for investment
purposes publicly issued debt securities of the Company (including debt securities issued
in so-called Rule 144A transactions) in an amount that does not exceed the lesser of (x)
10% of the total principal amount of the debt securities of any issue outstanding; (y) 2% of
the net assets of the Entity as of the end of its most recently completed fiscal quarter; and
(z) $10 million, if the Director (or immediate family member) is an executive officer or
employee of the Entity, and $100 million, if the Director (or immediate family member) is
a director of the Entity.
For purposes of these categorical standards:
“Company” means Liz Claiborne, Inc. and any controlled affiliate.
“Entity” means a corporation, partnership, limited liability company or other organization
in which the Company director, alone or together with members of his or her immediate
family, does not beneficially own in excess of 0.5% of the outstanding equity securities.
“Immediate Family Member” has the meaning provided in Rule 404(a) of Regulation S-K
under the Securities Exchange Act.
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