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.
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 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.
shaw group Corporate Governance Principles2007bfinance36
The document outlines the principles of corporate governance for The Shaw Group Inc. It discusses the board's responsibilities, including oversight of management and strategic planning. It also covers board composition and independence, leadership structure, management succession planning, and the role of board committees. The principles are intended to provide guidance to the board in fulfilling its responsibilities to promote the company's long-term success.
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 Executive Compensation Committee Charter establishes the purpose, membership, meetings, responsibilities, and authority of the General Motors Executive Compensation Committee. The committee is responsible for executive compensation policies and practices to attract and retain executive talent and achieve business objectives. It determines compensation for executive officers, reviews incentive plans, and prepares reports on executive compensation. The committee has authority to retain outside advisors and investigate matters within its scope.
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 corporate governance guidelines for a company's board of directors. It addresses topics such as board structure, committees, the lead director position, director responsibilities, and board practices. Key points include that a majority of the board will be independent, directors are responsible for acting in the best interests of shareholders, and the board will conduct annual self-evaluations to assess its performance.
The Executive Compensation Committee Charter establishes the committee to oversee executive compensation at Safeway Inc. The committee is responsible for reviewing and approving compensation for executive officers, including base salaries and incentive plans. It also evaluates executive performance and company goals. The committee comprises at least two independent directors who meet regulatory requirements. It holds regular meetings, engages compensation consultants, and reports to the full Board of Directors.
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 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.
shaw group Corporate Governance Principles2007bfinance36
The document outlines the principles of corporate governance for The Shaw Group Inc. It discusses the board's responsibilities, including oversight of management and strategic planning. It also covers board composition and independence, leadership structure, management succession planning, and the role of board committees. The principles are intended to provide guidance to the board in fulfilling its responsibilities to promote the company's long-term success.
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 Executive Compensation Committee Charter establishes the purpose, membership, meetings, responsibilities, and authority of the General Motors Executive Compensation Committee. The committee is responsible for executive compensation policies and practices to attract and retain executive talent and achieve business objectives. It determines compensation for executive officers, reviews incentive plans, and prepares reports on executive compensation. The committee has authority to retain outside advisors and investigate matters within its scope.
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 corporate governance guidelines for a company's board of directors. It addresses topics such as board structure, committees, the lead director position, director responsibilities, and board practices. Key points include that a majority of the board will be independent, directors are responsible for acting in the best interests of shareholders, and the board will conduct annual self-evaluations to assess its performance.
The Executive Compensation Committee Charter establishes the committee to oversee executive compensation at Safeway Inc. The committee is responsible for reviewing and approving compensation for executive officers, including base salaries and incentive plans. It also evaluates executive performance and company goals. The committee comprises at least two independent directors who meet regulatory requirements. It holds regular meetings, engages compensation consultants, and reports to the full Board of Directors.
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.
This document outlines the GM Board of Directors' corporate governance guidelines. It discusses the board's role and responsibilities in overseeing the company's management and long-term success. It also provides guidelines on issues related to board composition, leadership, meetings, and relationships with senior management. The mission of the board is to represent shareholders' interests by ensuring the company is managed to optimize financial returns while adhering to ethical standards and considering interests of stakeholders.
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 Personnel Committee is responsible for overseeing Entergy Corporation's executive compensation policies and programs. This includes establishing compensation for executive officers, administering incentive plans, and reviewing major employee matters like diversity, safety and compensation. The Committee also monitors executive performance and development, and ensures compliance with regulatory requirements regarding compensation. It is comprised of at least three independent directors and is responsible for annually evaluating its own performance.
- 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.
The document outlines the purpose, membership, authority, and responsibilities of the Compensation, Nominating and Governance Committee of Royal Gold, Inc. Specifically:
1) The committee oversees compensation policies and plans, determines compensation for executive officers and directors, and reviews/discusses the company's compensation discussion and analysis.
2) It identifies or reviews board nominees, considers board size/composition, and develops corporate governance principles.
3) The committee is comprised of at least three independent board members appointed by the board, and is responsible for executive compensation, incentive plans, and non-employee director compensation.
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 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.
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.
The Governance Committee Charter establishes the purpose, composition, operations, authority, and duties of the Quest Diagnostics Governance Committee. The committee is responsible for identifying board nominees, monitoring corporate governance developments, overseeing board self-evaluations, and reviewing related party transactions and compliance with ethics codes. The charter grants the committee authority to retain advisors as needed to perform its duties of board oversight.
The document outlines the charter of the Nominating and Corporate Governance Committee of Advanced Micro Devices, Inc. The purpose of the committee is to identify qualified board candidates, select nominees for election to the board, develop corporate governance guidelines, and oversee evaluations of the board and management. The committee is responsible for recommending candidates for board membership, reviewing director performance, considering director removals, and overseeing governance matters. Members must be independent directors and the committee has power to retain advisors to assist in its duties.
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 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.
This document is a quarterly report filed with the SEC by Thermo Fisher Scientific Inc. for the quarter ended September 27, 2008. It includes Thermo Fisher's consolidated balance sheet, statement of income, and statement of cash flows for the periods presented. Some key details:
- Thermo Fisher reported revenues of $2.6 billion for the quarter and $7.9 billion for the nine months ended September 27, 2008.
- Net income was $221.5 million for the quarter and $704 million for the nine months.
- In the first nine months of 2008, Thermo Fisher made several acquisitions for aggregate consideration of $142 million in cash, plus $8 million of assumed debt and up to $19
The document summarizes the record financial results of USG Corporation in 1999. It discusses how the power of their strategies and brand produced record sales, profits, and stock performance. It also outlines their five strategic initiatives - building for profitable growth, leading in innovation, expanding distribution, serving customers best, and building their brands - and how these strategies will drive continued success.
Energy East Corporation announced its second quarter 2008 financial results, reporting earnings per share of $0.10, down from $0.12 in the second quarter of 2007. For the 12 months ended June 30, 2008, earnings per share were $1.56, lower than the $1.68 per share earned in the same period in 2007. Results for the quarter included a $0.02 per share charge from Central Maine Power Company's new rate plan. Regulatory approval for Energy East's acquisition by Iberdrola was received from all agencies except the New York Public Service Commission, whose decision is still pending.
UBS hosted a life science bus tour for investors at Thermo Fisher Scientific in San Jose, CA. The agenda included a company overview, technology overview, and factory tour. Thermo Fisher Scientific is a $10.5 billion company with 34,000 employees serving over 350,000 customers in 150 countries. It has two business segments: analytical technologies focused on scientific instruments; and laboratory products and services focused on consumables and services. The company discussed opportunities in areas like stem cell research, protein research using mass spectrometry, and RNAi technology, demonstrating new products in these areas. The tour concluded with an overview of Thermo Fisher's San Jose facility and product lines.
This document is the consolidated financial statements of USG Corporation for 1998. It includes the consolidated statement of earnings, balance sheet, statement of cash flows, and statements of stockholders' equity and comprehensive income. It also provides notes to the financial statements covering significant accounting policies, earnings per share, common stock, debt, financing arrangements, financial instruments, acquisitions, inventories, property and equipment, leases, income taxes, retirement plans, stock-based compensation, segments, and litigation. The consolidated results section summarizes that net sales reached a record $3.13 billion in 1998, up 9% from 1997, due to strong demand across construction markets. Gross profit margin increased to 28.2% from higher prices and
The document appears to be discussing tRNA and its role in protein translation. It includes molecular structures and mathematical equations. Specifically, it seems to show tRNA for methionine and glutamine, labeled tRNAMet and tRNAGln, and includes their binding to the ribosome. Additionally, it provides financial highlights from Fisher Scientific International's 2003 annual report, including sales, income from operations, earnings per share, and adjusted figures.
The document summarizes Symantec's analyst meeting on June 12, 2008. Key points include:
1) Symantec had a strong fiscal year 2008 with revenue and earnings growth meeting goals, positioning it well for fiscal year 2009.
2) Symantec sees opportunities for growth in data protection, endpoint management integration, compliance, and data loss prevention.
3) Long-term, Symantec will participate in virtualization and sees opportunities in endpoint virtualization and software-as-a-service delivery models.
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 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.
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.
This document outlines the GM Board of Directors' corporate governance guidelines. It discusses the board's role and responsibilities in overseeing the company's management and long-term success. It also provides guidelines on issues related to board composition, leadership, meetings, and relationships with senior management. The mission of the board is to represent shareholders' interests by ensuring the company is managed to optimize financial returns while adhering to ethical standards and considering interests of stakeholders.
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 Personnel Committee is responsible for overseeing Entergy Corporation's executive compensation policies and programs. This includes establishing compensation for executive officers, administering incentive plans, and reviewing major employee matters like diversity, safety and compensation. The Committee also monitors executive performance and development, and ensures compliance with regulatory requirements regarding compensation. It is comprised of at least three independent directors and is responsible for annually evaluating its own performance.
- 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.
The document outlines the purpose, membership, authority, and responsibilities of the Compensation, Nominating and Governance Committee of Royal Gold, Inc. Specifically:
1) The committee oversees compensation policies and plans, determines compensation for executive officers and directors, and reviews/discusses the company's compensation discussion and analysis.
2) It identifies or reviews board nominees, considers board size/composition, and develops corporate governance principles.
3) The committee is comprised of at least three independent board members appointed by the board, and is responsible for executive compensation, incentive plans, and non-employee director compensation.
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 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.
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.
The Governance Committee Charter establishes the purpose, composition, operations, authority, and duties of the Quest Diagnostics Governance Committee. The committee is responsible for identifying board nominees, monitoring corporate governance developments, overseeing board self-evaluations, and reviewing related party transactions and compliance with ethics codes. The charter grants the committee authority to retain advisors as needed to perform its duties of board oversight.
The document outlines the charter of the Nominating and Corporate Governance Committee of Advanced Micro Devices, Inc. The purpose of the committee is to identify qualified board candidates, select nominees for election to the board, develop corporate governance guidelines, and oversee evaluations of the board and management. The committee is responsible for recommending candidates for board membership, reviewing director performance, considering director removals, and overseeing governance matters. Members must be independent directors and the committee has power to retain advisors to assist in its duties.
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 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.
This document is a quarterly report filed with the SEC by Thermo Fisher Scientific Inc. for the quarter ended September 27, 2008. It includes Thermo Fisher's consolidated balance sheet, statement of income, and statement of cash flows for the periods presented. Some key details:
- Thermo Fisher reported revenues of $2.6 billion for the quarter and $7.9 billion for the nine months ended September 27, 2008.
- Net income was $221.5 million for the quarter and $704 million for the nine months.
- In the first nine months of 2008, Thermo Fisher made several acquisitions for aggregate consideration of $142 million in cash, plus $8 million of assumed debt and up to $19
The document summarizes the record financial results of USG Corporation in 1999. It discusses how the power of their strategies and brand produced record sales, profits, and stock performance. It also outlines their five strategic initiatives - building for profitable growth, leading in innovation, expanding distribution, serving customers best, and building their brands - and how these strategies will drive continued success.
Energy East Corporation announced its second quarter 2008 financial results, reporting earnings per share of $0.10, down from $0.12 in the second quarter of 2007. For the 12 months ended June 30, 2008, earnings per share were $1.56, lower than the $1.68 per share earned in the same period in 2007. Results for the quarter included a $0.02 per share charge from Central Maine Power Company's new rate plan. Regulatory approval for Energy East's acquisition by Iberdrola was received from all agencies except the New York Public Service Commission, whose decision is still pending.
UBS hosted a life science bus tour for investors at Thermo Fisher Scientific in San Jose, CA. The agenda included a company overview, technology overview, and factory tour. Thermo Fisher Scientific is a $10.5 billion company with 34,000 employees serving over 350,000 customers in 150 countries. It has two business segments: analytical technologies focused on scientific instruments; and laboratory products and services focused on consumables and services. The company discussed opportunities in areas like stem cell research, protein research using mass spectrometry, and RNAi technology, demonstrating new products in these areas. The tour concluded with an overview of Thermo Fisher's San Jose facility and product lines.
This document is the consolidated financial statements of USG Corporation for 1998. It includes the consolidated statement of earnings, balance sheet, statement of cash flows, and statements of stockholders' equity and comprehensive income. It also provides notes to the financial statements covering significant accounting policies, earnings per share, common stock, debt, financing arrangements, financial instruments, acquisitions, inventories, property and equipment, leases, income taxes, retirement plans, stock-based compensation, segments, and litigation. The consolidated results section summarizes that net sales reached a record $3.13 billion in 1998, up 9% from 1997, due to strong demand across construction markets. Gross profit margin increased to 28.2% from higher prices and
The document appears to be discussing tRNA and its role in protein translation. It includes molecular structures and mathematical equations. Specifically, it seems to show tRNA for methionine and glutamine, labeled tRNAMet and tRNAGln, and includes their binding to the ribosome. Additionally, it provides financial highlights from Fisher Scientific International's 2003 annual report, including sales, income from operations, earnings per share, and adjusted figures.
The document summarizes Symantec's analyst meeting on June 12, 2008. Key points include:
1) Symantec had a strong fiscal year 2008 with revenue and earnings growth meeting goals, positioning it well for fiscal year 2009.
2) Symantec sees opportunities for growth in data protection, endpoint management integration, compliance, and data loss prevention.
3) Long-term, Symantec will participate in virtualization and sees opportunities in endpoint virtualization and software-as-a-service delivery models.
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 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.
shaw group Corporate Governance Principles2007bfinance36
The document outlines the principles of corporate governance for The Shaw Group Inc. It discusses the board's responsibilities, including oversight of management and strategic planning. It also covers board composition and independence, leadership structure, management succession planning, and the role of board committees. The principles are intended to provide guidance to the board in fulfilling its responsibilities to promote the company's long-term success.
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 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 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 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.
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 performance evaluation process.
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.
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 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 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 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,
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.
CHS Corporate Governance and Nominating Committeefinance15
The document outlines the charter of the Corporate Governance and Nominating Committee of Chico's FAS, Inc. The committee is responsible for corporate governance policies, identifying and recruiting director candidates, and overseeing board evaluations. It must be comprised of at least three independent directors elected to one-year terms. The committee determines needed backgrounds for directors, nominates candidates, and recommends board committee memberships and chairs. It oversees annual performance evaluations of the board and committees.
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.
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 Executive and Finance Committee Charter establishes the purpose, membership, structure, duties, and responsibilities of the Executive and Finance Committee of Ingram Micro Inc.'s Board of Directors. The Committee oversees the company's financial affairs and policies and makes decisions requiring board attention between regular meetings. Key duties include recommending the capital structure, reviewing financing plans, equity offerings, the dividend policy, capital expenditures, acquisitions, investment policies, and insurance coverage. The Charter also provides for an annual performance evaluation of the Committee.
The document discusses Thermo Scientific's leadership in serving science through analytical instruments, equipment, reagents, software and services. It highlights the company's size and scale, unmatched capabilities, portfolio of leading brands, and mission to make the world healthier, cleaner and safer. Key strengths include global industry leadership, ability to continuously invest in growth opportunities through R&D, and an excellent track record of financial performance. New products are presented for applications such as sample preparation, analysis, and data interpretation.
- Thermo Electron Corporation filed a quarterly report with the SEC for Q1 2006.
- In the report, they disclosed revenues of $684 million for Q1 2006 and net income of $46.9 million.
- They also noted that in May 2005, their Life and Laboratory Sciences segment acquired the Kendro Laboratory Products division of SPX Corporation.
- Thermo Electron Corporation filed a quarterly report with the SEC for Q1 2006.
- In the report, they disclosed revenues of $684 million for Q1 2006 and net income of $46.9 million.
- They also noted that in May 2005, their Life and Laboratory Sciences segment acquired the Kendro Laboratory Products division of SPX Corporation.
This document is Thermo Electron Corporation's Form 10-Q quarterly report filed with the SEC for the quarter ended July 1, 2006. It includes Thermo's consolidated balance sheet, income statement, and cash flow statement for the quarter, as well as notes to the financial statements. The financial statements show that for the quarter, Thermo's revenues increased 9% to $713 million, net income decreased 20% to $48 million, and earnings per share from continuing operations decreased 14% to $0.30. Thermo also announced a definitive agreement to merge with Fisher Scientific International in an all-stock transaction expected to close in the fourth quarter of 2006.
- Thermo Electron Corporation filed a Form 10-Q with the SEC for the quarter ended July 1, 2006.
- Thermo announced an agreement to merge with Fisher Scientific International in a stock-for-stock exchange to create Thermo Fisher Scientific.
- The merger is subject to shareholder and regulatory approvals and is expected to close in the fourth quarter of 2006.
This document is Thermo Electron Corporation's quarterly report filed with the SEC for the quarter ended September 30, 2006. It provides condensed financial statements and notes for the periods presented. The financial statements show revenues of $724.9 million for the quarter and income from continuing operations of $48.8 million. Notes include details on the planned merger with Fisher Scientific International and recent acquisitions completed during the periods.
This document is Thermo Electron Corporation's quarterly report filed with the SEC for the quarter ended September 30, 2006. It provides condensed financial statements and notes for the periods presented. The financial statements show that revenues increased from the prior year period but net income decreased due to higher costs and expenses. Thermo also announced a definitive agreement in May 2006 to combine with Fisher Scientific International in an all-stock merger transaction subject to regulatory approvals.
The document is Thermo Fisher Scientific's annual report on Form 10-K for the fiscal year ended December 31, 2006. It provides information on the company's business operations and financial performance. Specifically, it discusses Thermo Fisher's merger with Fisher Scientific to create a global leader in serving science. It also describes the company's two business segments - Analytical Technologies and Laboratory Products and Services - and provides an overview of key product lines within the Analytical Technologies segment, including scientific instruments, biosciences products, and diagnostic and environmental instruments.
The document is Thermo Fisher Scientific's annual report on Form 10-K for the fiscal year ended December 31, 2006. It provides information on the company's business operations and financial performance. Specifically, it discusses Thermo Fisher's merger with Fisher Scientific to create a global leader in serving science. It also describes the company's two business segments - Analytical Technologies and Laboratory Products and Services - and provides an overview of key product lines within the Analytical Technologies segment, including scientific instruments, biosciences products, and diagnostic and environmental instruments.
This document is Thermo Fisher Scientific's quarterly report filed with the SEC for the quarter ended March 31, 2007. It includes Thermo Fisher's consolidated balance sheet, statement of income, and notes on significant events from the quarter. The quarter saw revenues of $2.3 billion, operating income of $192 million, and net income of $139 million. Expenses increased along with revenues from the prior year quarter following Thermo Fisher's merger transactions.
This document is Thermo Fisher Scientific's quarterly report filed with the SEC for the quarter ended March 31, 2007. It includes Thermo Fisher's consolidated balance sheet, statement of income, and statement of cash flows for the quarter, as well as notes to the financial statements. The notes disclose that in the first quarter of 2007, Thermo Fisher acquired two businesses in Switzerland for $24 million and a small manufacturer of electrostatic discharge products for $5 million total. Thermo Fisher also paid $5 million for various acquisition-related costs and adjustments.
- Thermo Fisher Scientific Inc. filed a quarterly report with the SEC for the quarter ended June 30, 2007.
- The company reported revenues of $2.385.9 million for the quarter and income from continuing operations of $187.9 million.
- Thermo Fisher has major operations in scientific instrument manufacturing, life sciences, diagnostics, and laboratory products and services.
This document is Thermo Fisher Scientific's Form 10-Q quarterly report filed with the SEC for the quarter ended June 30, 2007. It provides financial statements and notes including the consolidated balance sheet, statement of income, and statement of cash flows for the quarter, as well as information on acquisitions, accounting policies, and segment information. In the quarter, Thermo Fisher reported revenues of $2.4 billion, net income of $164 million, and earnings per share of $0.39. It also acquired Spectronex AG and Flux AG for $24 million in cash to expand its mass spectrometry offerings.
This document is Thermo Fisher Scientific's quarterly report filed with the SEC for the quarter ended September 29, 2007. It provides financial statements including the consolidated balance sheet, statement of income, and statement of cash flows. Key details include total revenues of $2.4 billion for the quarter, net income of $218.5 million, and cash and cash equivalents increasing to $830.8 million. It also summarizes two acquisitions completed in the first nine months of 2007, expanding analytical technologies offerings.
This document is Thermo Fisher Scientific's quarterly report filed with the SEC for the quarter ended September 29, 2007. It provides Thermo Fisher's consolidated balance sheet and income statement for the periods shown. The balance sheet shows the company had total assets of $21.2 billion, including $8.5 billion in goodwill. Total liabilities were $6.7 billion and shareholders' equity was $14.4 billion. The income statement shows revenues of $2.4 billion for the quarter and net income of $218.5 million.
This document is Thermo Fisher Scientific's annual report on Form 10-K for the fiscal year ended December 31, 2007. It provides information on Thermo Fisher's business, including that it was formed through the merger of Thermo Electron and Fisher Scientific in 2006. Thermo Fisher has two principal brands, Thermo Scientific and Fisher Scientific, that serve over 350,000 customers in various industries through analytical instruments, equipment, consumables and services. The report provides an overview of Thermo Fisher's products and services and its strategy to continuously advance its technologies and services to address customers' emerging needs.
The document is Thermo Fisher Scientific's annual report on Form 10-K for the fiscal year ended December 31, 2007. It provides information on the company's business segments and products. Specifically, it discusses the company's two business segments - Analytical Technologies and Laboratory Products and Services. It provides details on the various product groupings within the Analytical Technologies segment, which serves markets like pharmaceutical, biotechnology, academic, and clinical laboratories.
Thermo Fisher Scientific filed a Form 10-Q with the SEC for the quarter ended March 29, 2008. The filing includes financial statements and notes. The financial statements show that Thermo Fisher's revenues increased to $2.55 billion for the quarter, up from $2.34 billion in the same quarter the previous year. Net income was $233 million compared to $139 million in the prior year. Thermo Fisher also acquired the intellectual property of an immunohistochemistry control slide business during the quarter for $3 million in cash plus potential future payments of up to $2 million.
Thermo Fisher Scientific filed a Form 10-Q with the SEC for the quarter ended March 29, 2008. The filing includes financial statements and notes. The financial statements show that Thermo Fisher's revenues increased to $2.55 billion for the quarter, up from $2.34 billion in the same quarter of the prior year. Net income for the quarter was $233 million compared to $139 million in the prior year. Thermo Fisher also acquired the intellectual property of an immunohistochemistry control slide business during the quarter for $3 million in cash plus potential future payments of up to $2 million.
This document is a quarterly report filed with the SEC by Thermo Fisher Scientific Inc. for the quarter ended September 27, 2008. It includes Thermo Fisher's consolidated balance sheet, statement of income, and statement of cash flows for the periods presented. Some key details:
- Thermo Fisher reported revenues of $2.6 billion for the third quarter of 2008 and $7.9 billion for the first nine months of 2008.
- Net income was $221.5 million for the third quarter and $704 million for the first nine months.
- Cash flows from operating activities totaled $960 million for the first nine months of 2008.
Introduction to Metro in India by cosmo soil.pptxcosmo-soil
The metro system in India is a vital part of urban mobility, providing eco-friendly, efficient, and affordable transportation. This article explores its history, benefits, and future developments, highlighting how metros enhance quality of life and drive urban development.
CRYPTOCURRENCY REVOLUTIONIZING THE FINANCIAL LANDSCAPE AND SHAPING THE FUTURE...itsfaizankhan091
Cryptocurrency, a digital or virtual form of currency that uses cryptography for security, has revolutionized the financial landscape. Originating with Bitcoin's inception in 2009 by the pseudonymous Satoshi Nakamoto, cryptocurrencies have grown from niche curiosities to mainstream financial instruments, reshaping how we think about money, transactions, and the global economy.
The birth of Bitcoin marked the beginning of the cryptocurrency era. Unlike traditional currencies issued by governments and controlled by central banks, Bitcoin operates on a decentralized network using blockchain technology. This technology ensures transparency, security, and immutability of transactions, fundamentally challenging the centralized financial systems that have dominated for centuries.
Bitcoin was conceived as a peer-to-peer electronic cash system, aimed at providing an alternative to the traditional banking system plagued by inefficiencies, high fees, and lack of transparency. The underlying blockchain technology, a distributed ledger maintained by a network of nodes, ensures that every transaction is recorded and cannot be altered, thus providing a secure and transparent financial system.
June 20, 2024
CRYPTOCURRENCY: REVOLUTIONIZING THE FINANCIAL LANDSCAPE AND SHAPING THE FUTURE
Cryptocurrency: Revolutionizing the Financial Landscape and Shaping the Future
Cryptocurrency, a digital or virtual form of currency that uses cryptography for security, has revolutionized the financial landscape. Originating with Bitcoin's inception in 2009 by the pseudonymous Satoshi Nakamoto, cryptocurrencies have grown from niche curiosities to mainstream financial instruments, reshaping how we think about money, transactions, and the global economy.
#### The Genesis of Cryptocurrency
The birth of Bitcoin marked the beginning of the cryptocurrency era. Unlike traditional currencies issued by governments and controlled by central banks, Bitcoin operates on a decentralized network using blockchain technology. This technology ensures transparency, security, and immutability of transactions, fundamentally challenging the centralized financial systems that have dominated for centuries.
Bitcoin was conceived as a peer-to-peer electronic cash system, aimed at providing an alternative to the traditional banking system plagued by inefficiencies, high fees, and lack of transparency. The underlying blockchain technology, a distributed ledger maintained by a network of nodes, ensures that every transaction is recorded and cannot be altered, thus providing a secure and transparent financial system.
#### The Proliferation of Altcoins
Following Bitcoin's success, thousands of alternative cryptocurrencies, or altcoins, have emerged. Each of these altcoins aims to improve upon Bitcoin or serve specific purposes within the digital economy. Notable examples include Ethereum, which introduced smart contracts – self-executing contracts with the terms of the agreement
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ites KPO and BPO,IT sector in the country has increased at an incredible rate of 35% per year for the last 10 years reinforces the view that India is world class in IT
The IT sector is one of the largest employers of women, and therefore, can play a crucial role in women empowerment and the reduction of gender inequalities.
Poonawalla Fincorp’s Strategy to Achieve Industry-Leading NPA Metricsshruti1menon2
Poonawalla Fincorp Limited, under the leadership of Managing Director Abhay Bhutada, has achieved industry-leading Gross Non-Performing Assets (GNPA) below 1% and Net Non-Performing Assets (NNPA) below 0.5% as of May 31, 2024. This success is attributed to a strategic vision focusing on prudent credit policies, robust risk management, and digital transformation. Bhutada's leadership has driven the company to exceed its targets ahead of schedule, emphasizing rigorous credit assessment, advanced risk management, and enhanced collection efficiency. By prioritizing customer-centric solutions, leveraging digital innovation, and maintaining strong financial performance, Poonawalla Fincorp sets new benchmarks in the industry. With a continued focus on asset quality, digital enhancement, and exploring growth opportunities, the company is well-positioned for sustained success in the future.
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
“Amidst Tempered Optimism” Main economic trends in May 2024 based on the results of the New Monthly Enterprises Survey, #NRES
On 12 June 2024 the Institute for Economic Research and Policy Consulting (IER) held an online event “Economic Trends from a Business Perspective (May 2024)”.
During the event, the results of the 25-th monthly survey of business executives “Ukrainian Business during the war”, which was conducted in May 2024, were presented.
The field stage of the 25-th wave lasted from May 20 to May 31, 2024. In May, 532 companies were surveyed.
The enterprise managers compared the work results in May 2024 with April, assessed the indicators at the time of the survey (May 2024), and gave forecasts for the next two, three, or six months, depending on the question. In certain issues (where indicated), the work results were compared with the pre-war period (before February 24, 2022).
✅ More survey results in the presentation.
✅ Video presentation: https://youtu.be/4ZvsSKd1MzE
1. NVR, Inc.
Corporate Governance Guidelines
Set forth below are Corporate Governance Guidelines (“Guidelines”), adopted by the Board of
Directors (the “Board”) of NVR, Inc. (“NVR” or the “Company”).
I. Role and Functions of the Board
A. General Roles of Board and Management
The Board is elected by and responsible to the Company’s shareholders. NVR’s
operations are conducted by its employees, managers and officers, under the
direction of the Chief Executive Officer (“CEO”) and the oversight of the Board.
The Board monitors the performance of the CEO and senior management.
B. Functions of the Board
1. The primary functions of the NVR Board are to oversee management
performance on behalf of the shareholders and generally to perform the
duties and responsibilities assigned to the Board by the laws of the State of
Virginia, the state where NVR is incorporated.
2. In addition to its general oversight of management, the Board, as a whole
or through Board committees, also performs a number of specific
functions, including:
a. Selecting, evaluating and compensating senior officers of the
Company and planning for senior management succession,
including the CEO;
b. Reviewing and approving the implementation of NVR’s strategic
planning;
c. Reviewing and approving the Company’s annual business plan;
d. Reviewing and approving material corporate actions, transactions
and financings;
e. Overseeing the establishment of processes designed to ensure the
integrity of the Company’s financial statements and financial
reporting, including its systems of internal controls;
f. Overseeing the Company’s compliance with laws and its Code of
Ethics;
g. Reviewing assessments of, and management’s plans with respect
to, significant risks facing the Company;
h. Reviewing actions taken by Board committees on major issues
delegated to them; and
i. Evaluating the performance of the Board and its committees and
making appropriate changes, where necessary.
1
2. 3. The Board will at all times maintain an Audit Committee, a Nominating
Committee, a Compensation Committee, a Corporate Governance
Committee and a Qualified Legal Compliance Committee, each of which
will operate in accordance with its respective Board-approved charter, the
applicable rules of the Securities and Exchange Commission and the
applicable exchange on which the Company’s securities are listed. The
Board may also establish other committees, as it deems appropriate,
subject to the limitations of any applicable law or the Company’s Bylaws.
After each committee meeting, each Committee Chairperson shall report
to the full Board at the next regularly scheduled Board meeting any
material actions taken by the respective committee.
II. Board Composition, Director Qualification Standards and Meetings
A. Board Composition
1. A substantial majority of the Company’s Board must meet the
independence requirements described below in “Director Independence
Standards.” The Audit, Compensation, Corporate Governance,
Nominating and Qualified Legal Compliance Committees shall all be
composed entirely of independent directors.
2. A person may not be nominated by the Board for election or reelection to
the Board after reaching age 75, unless a majority of the Board has waived
this requirement.
3. The Board does not believe in arbitrary term limits on directors’ service.
While term limits may help ensure that fresh ideas and view points are
available to the Board, they may force the Company to lose the
contribution of directors who have developed valuable insight into NVR’s
business operations and who maintain active involvement in Board
activities. The Board believes that it can ensure that the Board continues
to evolve and adopt new viewpoints through the evaluation and
nomination process. In connection with re-nomination recommendations,
the Nominating Committee will consider the issues of continuing director
tenure and take steps as may be appropriate to ensure that the Board
maintains an openness to new ideas and a willingness to critically re-
examine the status quo.
4. The Board of Directors shall consist of no less than seven directors and no
more than thirteen directors, as determined by the Board of Directors from
time to time by resolution. The Board of Directors shall consist of three
classes that are as equal in number as possible, as set forth in the Articles
of Incorporation. The Board will periodically evaluate whether a larger or
smaller number would be preferable in accordance with the Company’s
2
3. Charter and Bylaws and based on recommendations of the Nominating
Committee.
B. Director Independence Standards
The Board has established Director independence standards to assist it in
determining director independence, which meet the independence requirements of
the New York Stock Exchange corporate governance listing standards. The Board
will consider all relevant facts and circumstances in making an independence
determination.
To be considered quot;independentquot; for purposes of the Company’s requirements, a
director must be determined, by resolution of the Board, to have no material
relationship with the Company other than as a director. These determinations will
be made public annually prior to the directors standing for election to the Board.
Independence is presumptively impaired if the Director:
1. Is, or has been employed by the Company (other than as an interim
Chairman of the Board or interim Chief Executive Officer) within the last
three years;
2. Has an immediate family member who is, or has been in any of the past
three years, employed by the Company as an executive officer;
3. Is, or an immediate family member is, currently employed or was
employed within the last three years as an executive officer of another
company where any of the Company’s current executive officers at the
same time serves or served on that company’s compensation committee;
4. Has had, or an immediate family has had, a material relationship as
determined at the discretion of the Board, with the Company considering
all relevant facts and circumstances, within the last three years;
5. (A) Is a current partner or employee of the Company’s internal or external
auditor, (B) has an immediate family member who is a current partner of
such firm, (C) has an immediate family member who is a current
employee of such firm and personally works on the Company’s audit, or
(D) was, or an immediate family member was within the last three years a
partner or employee of the Company’s internal or external auditor and
personally worked on the Company’s audit within that time;
6. Has received, or an immediate family member has received, more than
$120,000 in direct compensation from the Company during any twelve-
month period within the last three years, other than director and committee
fees and pension or other forms of deferred compensation for prior service
3
4. (provided such compensation is not contingent in any way on continued
service); and
7. Is currently an employee, or an immediate family is currently an executive
officer, of a company that made payments to, or received payments from,
the Company for property or services in an amount which, in any of the
last three fiscal years, exceeds the greater of $1 million or 2% of such
other company’s consolidated gross revenues.
For purposes of these Director Independence Standards, the following definitions
apply:
1. The “Company” includes NVR, Inc. and any subsidiary of NVR, Inc.
2. An “immediate family member” includes a person’s spouse, parents,
children, siblings, mothers and fathers-in-law, sons and daughters-in-law,
brothers and sisters-in-law, and anyone who resides in such person’s home
(other than domestic employees).
C. Director Qualification Standards
1. Each director nominee is evaluated in the context of the full Board’s
qualifications as a whole, with the objective of establishing a Board that
can best perpetuate the success of the Company’s business and represent
shareholder interests through the exercise of sound judgment. Each
director nominee will be evaluated considering the relevance to the
Company of the director nominee’s respective skills and experience,
which must be complementary to the skills and experience of the other
members of the Board.
2. Director nominees must possess a general understanding of marketing,
finance and other elements relevant to the success of a large publicly
traded company in today’s business environment, and an understanding of
the Company’s business on an operational level.
3. Each director may be assigned committee responsibilities. A director
nominee’s educational and professional backgrounds must be consistent
with the director nominee’s committee assignment (e.g., director nominees
who will be assigned to the audit committee must be financially literate as
defined within the Company’s Audit Committee’s Charter).
4. Director nominees must demonstrate a willingness to devote the
appropriate time to fulfilling Board duties.
5. Director nominees shall not represent a special interest or special interest
group whose agenda is inconsistent with the Company’s goals and
4
5. objectives or whose approach and methods are inconsistent with what the
Board believes is in the best interest of the Company’s shareholders.
6. Director nominees shall not be a distraction to the Board, nor shall a
director nominee be disruptive to the achievement of the Company’s
business mission, goals and objectives.
D. Director Tenure and Other Matters
1. Directors are expected to report changes in their business or professional
affiliations or responsibilities, including retirement, to the Chairman of the
Board and the Chairman of the Nominating Committee. A director should
offer to resign if the Nominating Committee concludes, and the Board
concurs with the conclusion, that the director no longer meets the
Company’s requirements for service on the Board or independence.
2. Any officer of the Company who is a director will offer to resign from the
Board when such individual ceases to be an officer of the Company. The
Board will determine, based on a recommendation from the Nominating
Committee, whether to accept such officer’s resignation as a Board
member.
3. There are no specific limitations on the number of boards on which any
director may serve, however, directors are generally encouraged to limit
the total number of public company boards on which they sit to no more
than four, including their service on the Company’s Board. In selecting
director nominees, the Board takes into account the other demands on the
nominee. Current directors should consider whether accepting a new
directorship would compromise the director’s ability to perform the
director’s present responsibilities. The Chairman of the Board and the
Chairman of the Nominating Committee shall be consulted by existing
directors prior to the existing directors joining another board of directors.
The Nominating Committee will assess whether the new membership
would present a conflict or otherwise compromise the ability of that
director to dedicate the time necessary to serve on the NVR Board, and
present its assessment to the full Board for their consideration.
4. The Board has established nominating committee policies and procedures,
which may be amended from time to time, for the consideration of director
nominees, including director nominations from security holders.
E. Director Resignation Policy
In accordance with the Company’s Articles of Incorporation, a nominee must
receive more votes for than against his or her election or re-election at a meeting
at which a quorum is present in order to be elected or re-elected to the Board,
5
6. unless the number of nominees exceeds the number of directors to be elected.
The Board expects a director to tender his or her resignation if he or she fails to
receive the required number of votes for re-election. The Board shall nominate
for election or re-election as director only candidates who agree to tender their
resignation if they fail to receive the required number of votes for re-election. In
addition, the Board shall fill director vacancies and new directorships only with
candidates who agree to tender their resignation if they fail to receive the required
number of votes for re-election.
The Nominating Committee shall promptly consider the resignation offer of any
such director and recommend to the Board whether to accept the tendered
resignation or reject it. The Board shall take action with respect to the
Nominating Committee's recommendation no later than 90 days following the
submission of any such resignation offer.
Following the Board's action regarding the Nominating Committee's
recommendation, the Company shall promptly file a Current Report on Form 8-K
with the Securities and Exchange Commission which shall detail the Board's
decision regarding a tendered resignation. This disclosure shall include an
explanation of the process by which the Board's decision was reached and the
reasons for the Board's decision.
To the extent that one or more directors’ resignations are accepted by the Board,
the Nominating Committee will recommend to the Board whether to fill such
vacancy or vacancies or to reduce the size of the Board.
The Board expects that any director who tenders his or her resignation pursuant to
this Policy will not participate in the Nominating Committee recommendation or
Board action regarding whether to accept or reject the tendered resignation. If,
however, a majority of the members of the Nominating Committee fails to receive
the required number of votes for re-election in the election, the independent
directors who did not fail to receive the required number of votes for re-election
in the election shall form a committee amongst themselves for the purposes of
evaluating the tendered resignations and recommending to the Board whether to
accept or reject them.
This corporate governance guideline will be summarized or included in each
proxy statement relating to an election of directors of the Company.
F. Board Meetings
1. The Chairman of the Board, taking into account suggestions from other
members of the Board, will set the agenda for each Board meeting, and
will distribute this agenda in advance to each director. Agendas for
meetings of Board committees are set by the Chairperson of the applicable
6
7. committee, also taking into consideration suggestions from other members
of the committee.
2. All information and data that is relevant to the Board’s or Board
committee’s understanding of matters to be discussed at an upcoming
meeting should, where feasible, be distributed in writing to all members of
the Board in advance of the meeting. Absent special circumstances, such
materials are provided at least two days before the meeting. Directors are
expected to familiarize themselves with the materials provided prior to the
meeting.
3. Directors are expected to regularly attend, either in person or by telephone
or other remote communication, all meetings of the Board and committees
on which the director sits.
4. The Board shall hold meetings on an at least quarterly basis.
5. The non-management directors will meet at least twice a year in executive
session without the presence of management directors or other members of
management. In addition, the independent directors shall meet at least
annually in executive session without the presence of non-independent
directors and management. The chairpersons of the Audit, Compensation,
Corporate Governance and Nominating committees shall serve as the
chairperson of the meetings of non-management and independent directors
on a rotating basis for one-year periods each.
6. The Board of Directors requires that all current Board members and all
nominees for election to the Company’s Board of Directors put forth in the
Company’s proxy statement by the Board attend the annual meeting of
shareholders, provided, however, that attendance shall not be required if
personal circumstances affecting such Board member or director nominee
make such attendance impracticable or inappropriate.
III. Director Compensation
Directors (other than those who are also salaried employees of the Company or any
subsidiary) are entitled to receive reasonable compensation for their Board and
Committee services, the amount and type of which to be determined from time to time by
the Board upon recommendation of the Compensation Committee. When making such
recommendation, the Compensation Committee shall be guided by the following: (i)
compensation should be competitive and should fairly compensate directors for the time
and effort required of Board and Committee members in a company of NVR’s size and
scope, (ii) director compensation should include an element of compensation that aligns
the directors’ interests with the long-term interest of shareholders, and (iii) the structure
of the compensation should be simple, transparent and easy for shareholders to
understand. Directors are also entitled to reimbursement of reasonable expenses incurred
7
8. in traveling to and from Board and Annual meetings and other expenses incurred in the
discharge of their duties.
IV. Director Orientation and Continuing Education
Directors are provided extensive material regarding NVR upon their initial election to the
Board, including a binder containing information regarding NVR and its policies and
various administrative and legal matters. Thereafter, the Company will periodically
provide materials or briefing sessions for all directors on subjects that would assist them
in discharging their duties. Each new director shall, within six months of election to the
Board, spend a day at corporate headquarters for personal briefings by senior
management on the Company’s strategic plans, its financial statements and its key
policies and practices. Directors are encouraged to attend continuing education
programs, at the Company’s expense, that are relevant to their duties as a director of the
Company. Board meetings may occasionally coincide with visits to any of the
Company’s operating locations.
V. Director Access to Management and Independent Advisors
A. The Company will provide each director with free and complete access to the
management of the Company, subject to reasonable advance notice to the
Company and reasonable efforts to avoid disruption to the Company’s
management, business and operations. Management will be responsive to access
requests and requests for information from directors; and
B. The Board and its committees, to the extent such expense is reasonable and set
forth in the applicable committee charter, have the authority to consult
independent advisors at the Company’s expense. Expenditures incurred by the
Board and its committees to consult with independent advisors must be reported
to the full Board at the next regularly scheduled Board meeting.
VI. Board Interaction with the Press, Institutional Investors and Others
The Board believes that management speaks for NVR. Directors receiving inquiries
about the Company should interact with the press and other third parties only after
consulting with and the concurrence of the CEO or his designee.
VII. CEO and Executive Management Evaluation and Succession Planning
A. The Compensation Committee shall annually review and approve corporate goals
and objectives relevant to compensation of the Chairman of the Board and the
CEO, evaluate the Chairman of the Board’s and the CEO's performance in light of
those goals and objectives, and have the sole authority to determine the Chairman
of the Board’s and the CEO's compensation levels based on this evaluation and in
accordance with any applicable employment agreements. The Compensation
8
9. Committee, in consultation with the CEO, shall also annually review and approve
the compensation level for all other executive officers of the Company; and
B. As part of the annual evaluation process, the Compensation Committee should
work with the CEO to plan for CEO succession, as well as to develop plans for
interim succession for the CEO in the event of an unexpected occurrence. The
Compensation Committee, in conjunction with the CEO, should also consider
succession planning for other key positions within the Company. The Committee
or the Board may review succession planning more frequently as warranted.
VIII. Stock Ownership Guidelines
To align more closely the interests of directors and senior management with those of the
shareholders, the Board has adopted guidelines requiring that directors and certain
members of senior management acquire and continuously hold, subject to the transition
provisions enumerated below, a specified minimum level of the Company’s common
stock pursuant to the Company’s Stock Holding Policy. As currently structured, each
covered individual must own a minimum level of the Company’s common stock
equivalent in value to a specified multiple of the individual’s annual base salary or annual
director’s retainer fee. The required multiples vary according to the covered position and
are summarized below:
Position Value of Required Stock Ownership
Directors 5 x Annual Director Retainer Fee
Chairman of the Board 8 x Current Annual Base Salary
Chief Executive Officer 8 x Current Annual Base Salary
Chief Financial Officer 6 x Current Annual Base Salary
President, NVR Mortgage
Finance, Inc. 4 x Current Annual Base Salary
Area Presidents, Homebuilding 4 x Current Annual Base Salary
Executive Vice Presidents 4 x Current Annual Base Salary
Controller 4 x Current Annual Base Salary
Senior Vice President, Human
Resources 4 x Current Annual Base Salary
Certain Other Officers 1-3 x Current Annual Base Salary
Directors are required to meet the holding requirement within three years from the date
that the director is first subject to the policy. Although the Company encourages
directors to immediately satisfy their holding requirement, a director must hold at a
minimum one-third of the holding requirement as of the end of the first year from the
date first subject to the holding requirement, and two-thirds of the holding requirement as
of the end of the second year from the date first subject to the holding requirement.
Members of senior management must retain 50% of the Net Common Stock received
upon the exercise of stock options in the Company’s common stock until the holding
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10. requirement is met. Net Common Stock is defined as the common stock received after
the payment of the option price and the taxes withheld related to the option exercise.
IX. Annual Performance Evaluation
The Board and each of the Board Committees will perform an annual self-evaluation.
Each of the directors will be requested to provide their assessment of the effectiveness of
the Board and the Committees on which they serve. If determined by the Board to be
desirable, the Board may retain independent corporate governance experts to assist the
Board and the Committees with the self-evaluations.
X. Amendment, Modification and Waiver
Annually, the Board shall review these Guidelines. These Guidelines may be amended,
modified or waived by a majority vote of the Board.
These Corporate Governance Guidelines were amended and restated in November 2008.
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