The document outlines the corporate governance guidelines of Office Depot, Inc. It discusses board composition, including the election of the chair and lead director, board size, selection of director candidates, and board membership criteria. It also covers director orientation and continuing education, director independence, retirement age and term limits for directors, and board compensation. The guidelines address board interaction with senior management and independent advisors, as well as board meetings, including meeting frequency and agenda setting.
The document outlines Office Depot's corporate governance guidelines. It discusses the board composition including the election of the chair and lead director. It also covers director independence, selection of candidates, orientation and continuing education. The document provides guidance on board meetings, committees, leadership development, conflicts of interest and an annual review of the CEO.
The document outlines corporate governance guidelines for Integrys Energy Group, including board structure, responsibilities, and operations. Key points include:
- The board's mission is to maximize shareholder value and oversee management in an ethical manner.
- The board will have 9-15 directors, a minimum of 2/3 must be independent. If the chairman is not independent, an independent lead director is selected.
- Board committees include audit, compensation, governance, and others. Committees are comprised mostly of independent directors.
- The guidelines cover director qualifications, compensation, tenure, conflicts of interest, and expectations for board involvement and continuing education.
The document outlines 27 corporate governance guidelines for Walgreen Co., including:
1) The board believes the roles of chairman and CEO should be considered during succession planning based on circumstances.
2) The board may designate a lead independent director to strengthen board oversight and communication.
3) The board has four standing committees - audit, compensation, nominating and governance, and finance - and only independent directors may serve on the first three.
4) Director responsibilities include attending meetings, reviewing materials, providing oversight of management and major strategies, and annually evaluating board performance.
The document outlines the corporate governance guidelines for Tesoro Corporation's Board of Directors. It discusses the board's authority, composition, director responsibilities, and oversight of management. Key points include: the board delegates authority to management but retains corporate authority; the majority of board members must be independent directors; directors are expected to attend board and shareholder meetings; and the board oversees management's performance and succession planning through annual evaluations.
This document outlines the corporate governance guidelines of Entergy Corporation. It discusses the responsibilities of the board of directors in overseeing the company's interests and stockholders. It establishes six standing board committees including Audit, Nuclear, and Personnel. It also describes processes for setting board agendas, holding executive sessions, and defining director independence. The guidelines are intended to ensure accountability, ethical behavior, and that the board carries out its duties with honesty and integrity.
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.
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.
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 outlines Office Depot's corporate governance guidelines. It discusses the board composition including the election of the chair and lead director. It also covers director independence, selection of candidates, orientation and continuing education. The document provides guidance on board meetings, committees, leadership development, conflicts of interest and an annual review of the CEO.
The document outlines corporate governance guidelines for Integrys Energy Group, including board structure, responsibilities, and operations. Key points include:
- The board's mission is to maximize shareholder value and oversee management in an ethical manner.
- The board will have 9-15 directors, a minimum of 2/3 must be independent. If the chairman is not independent, an independent lead director is selected.
- Board committees include audit, compensation, governance, and others. Committees are comprised mostly of independent directors.
- The guidelines cover director qualifications, compensation, tenure, conflicts of interest, and expectations for board involvement and continuing education.
The document outlines 27 corporate governance guidelines for Walgreen Co., including:
1) The board believes the roles of chairman and CEO should be considered during succession planning based on circumstances.
2) The board may designate a lead independent director to strengthen board oversight and communication.
3) The board has four standing committees - audit, compensation, nominating and governance, and finance - and only independent directors may serve on the first three.
4) Director responsibilities include attending meetings, reviewing materials, providing oversight of management and major strategies, and annually evaluating board performance.
The document outlines the corporate governance guidelines for Tesoro Corporation's Board of Directors. It discusses the board's authority, composition, director responsibilities, and oversight of management. Key points include: the board delegates authority to management but retains corporate authority; the majority of board members must be independent directors; directors are expected to attend board and shareholder meetings; and the board oversees management's performance and succession planning through annual evaluations.
This document outlines the corporate governance guidelines of Entergy Corporation. It discusses the responsibilities of the board of directors in overseeing the company's interests and stockholders. It establishes six standing board committees including Audit, Nuclear, and Personnel. It also describes processes for setting board agendas, holding executive sessions, and defining director independence. The guidelines are intended to ensure accountability, ethical behavior, and that the board carries out its duties with honesty and integrity.
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.
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.
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.
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.
borg warner corporate_governance_guidelinesfinance39
The BorgWarner Inc. Board of Directors Guidelines on Corporate Governance Issues outlines policies on various board matters including the selection of the chairman and CEO, director responsibilities and committees, board compensation, agenda items, materials, presentations, succession planning, and more. Key points include that the board is flexible in structuring the chairman and CEO roles, directors are expected to attend all meetings, and there are established audit, compensation, and governance committees.
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 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.
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 for the Board of Directors of The Goldman Sachs Group, Inc. as amended in January 2007. It addresses several topics in over 20 sections, including: board composition and size; selection of the chairman and CEO; selection and evaluation of directors; committee structure and responsibilities; and expectations for director participation, loyalty, ethics, and stock ownership. The guidelines are intended to promote effective board functioning and oversight of the company in the interests of shareholders.
western unionCorporate Governance Guidelinesfinance47
The Board of Directors is responsible for overseeing Western Union and selecting the CEO and other executive management. The Board's primary functions are oversight, ethics and integrity, evaluating performance, reviewing strategic plans, advising management, and ensuring compliance. The Board establishes committees, evaluates itself, and plans for CEO succession to fulfill its responsibilities.
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 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 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 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.
This document summarizes a presentation on transitioning from Scrum to Kanban for an AI and Store PODs team. It outlines challenges with their Scrum process, including changing priorities impacting sprint plans and an inability to commit to two-week sprints. Kanban is presented as a solution, with its emphasis on continuous flow and responsiveness over fixed iterations. The Kanban approach, principles, board visualization, and metrics are explained. Feedback from attendees is invited through an online idea board.
This document summarizes an interview with Gale Klappa, Executive Vice President and CFO of Southern Company, about the company's strong financial performance in 2002 and outlook for 2003. Some of the factors contributing to 2002 results were regional growth, favorable weather, a strong balance sheet, and successful competitive generation business. The company expects earnings of $1.84 per share in 2003, assuming no significant industrial demand growth. Investors can be confident in Southern Company's financial reporting and dividend history. Progress on a $35 million annual goal for the products and services business by 2004 was also discussed.
- Wal-Mart had its most successful year ever in fiscal 1999, with sales of over $137 billion, a 17% increase, and earnings per share growth of 27%.
- The strong US economy, low inflation, improved food offerings, and excellent execution by international markets like Canada and Puerto Rico contributed to exceeding expectations.
- Continuing to focus on the customer through low prices, improving merchandise offerings, and gaining market share will be key if the economy slows.
- Competition continues to be the biggest challenge, forcing Wal-Mart to constantly improve. International expansion will be a major focus, aiming for that division to reach one-third of total sales and profits within 5 years.
The document is a notice and proxy statement for Gap Inc.'s annual shareholder meeting to be held on June 2, 2008. It informs shareholders that the meeting will take place at 10:00am at Gap Inc. headquarters in San Francisco to vote on electing directors, ratifying the selection of the accounting firm Deloitte & Touche, and approving an amendment to increase shares available under the employee stock purchase plan. It provides details on voting procedures, admission to the meeting, the items of business to be addressed, and information about Gap Inc.'s corporate governance policies and director and executive compensation.
The document analyzes the potential retail tenants for a property located in Attleboro, MA based on trade area demographics and retail expenditure data. It identifies several retail categories with potential based on a gap between supply and demand, including restaurants, motor vehicle dealers, and home goods stores. The analysis also provides criteria for retailers to evaluate the site such as required sales per square foot, population size, and dominant consumer segments in the area.
This investor presentation provides an overview of Office Depot's business, including industry trends, financial performance, strategic priorities, and business updates. Key points include:
- Office Depot is a leading global provider of office supplies and services with $14.5 billion in 2008 sales across multiple channels.
- While performance improved under new management from 2004-2007, macroeconomic weakness impacted results in late 2007.
- Strategic priorities include cash management, improving margins in North American retail and business solutions, and reducing costs internationally.
- Business updates indicate actions to reduce costs, close underperforming stores and facilities, increase high-margin services, and improve sourcing through private brand expansion.
The document outlines Office Depot's corporate governance guidelines. It discusses the board composition including the election of chair and lead director. It also covers board membership criteria, director independence, compensation, and interactions with management and investors. The document also discusses board meetings, including frequency and agenda setting. It addresses the role of board committees and their charters. Finally, it covers leadership development including the annual CEO evaluation and succession planning.
The document outlines Office Depot's corporate governance guidelines. It discusses the board composition including the election of the chair and lead director. It also covers director independence, selection of candidates, orientation and continuing education. The document provides guidance on board meetings, committees, leadership development, conflicts of interest and an annual review of the CEO.
The document outlines the corporate governance guidelines of 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.
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 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.
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.
borg warner corporate_governance_guidelinesfinance39
The BorgWarner Inc. Board of Directors Guidelines on Corporate Governance Issues outlines policies on various board matters including the selection of the chairman and CEO, director responsibilities and committees, board compensation, agenda items, materials, presentations, succession planning, and more. Key points include that the board is flexible in structuring the chairman and CEO roles, directors are expected to attend all meetings, and there are established audit, compensation, and governance committees.
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 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.
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 for the Board of Directors of The Goldman Sachs Group, Inc. as amended in January 2007. It addresses several topics in over 20 sections, including: board composition and size; selection of the chairman and CEO; selection and evaluation of directors; committee structure and responsibilities; and expectations for director participation, loyalty, ethics, and stock ownership. The guidelines are intended to promote effective board functioning and oversight of the company in the interests of shareholders.
western unionCorporate Governance Guidelinesfinance47
The Board of Directors is responsible for overseeing Western Union and selecting the CEO and other executive management. The Board's primary functions are oversight, ethics and integrity, evaluating performance, reviewing strategic plans, advising management, and ensuring compliance. The Board establishes committees, evaluates itself, and plans for CEO succession to fulfill its responsibilities.
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 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 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 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.
This document summarizes a presentation on transitioning from Scrum to Kanban for an AI and Store PODs team. It outlines challenges with their Scrum process, including changing priorities impacting sprint plans and an inability to commit to two-week sprints. Kanban is presented as a solution, with its emphasis on continuous flow and responsiveness over fixed iterations. The Kanban approach, principles, board visualization, and metrics are explained. Feedback from attendees is invited through an online idea board.
This document summarizes an interview with Gale Klappa, Executive Vice President and CFO of Southern Company, about the company's strong financial performance in 2002 and outlook for 2003. Some of the factors contributing to 2002 results were regional growth, favorable weather, a strong balance sheet, and successful competitive generation business. The company expects earnings of $1.84 per share in 2003, assuming no significant industrial demand growth. Investors can be confident in Southern Company's financial reporting and dividend history. Progress on a $35 million annual goal for the products and services business by 2004 was also discussed.
- Wal-Mart had its most successful year ever in fiscal 1999, with sales of over $137 billion, a 17% increase, and earnings per share growth of 27%.
- The strong US economy, low inflation, improved food offerings, and excellent execution by international markets like Canada and Puerto Rico contributed to exceeding expectations.
- Continuing to focus on the customer through low prices, improving merchandise offerings, and gaining market share will be key if the economy slows.
- Competition continues to be the biggest challenge, forcing Wal-Mart to constantly improve. International expansion will be a major focus, aiming for that division to reach one-third of total sales and profits within 5 years.
The document is a notice and proxy statement for Gap Inc.'s annual shareholder meeting to be held on June 2, 2008. It informs shareholders that the meeting will take place at 10:00am at Gap Inc. headquarters in San Francisco to vote on electing directors, ratifying the selection of the accounting firm Deloitte & Touche, and approving an amendment to increase shares available under the employee stock purchase plan. It provides details on voting procedures, admission to the meeting, the items of business to be addressed, and information about Gap Inc.'s corporate governance policies and director and executive compensation.
The document analyzes the potential retail tenants for a property located in Attleboro, MA based on trade area demographics and retail expenditure data. It identifies several retail categories with potential based on a gap between supply and demand, including restaurants, motor vehicle dealers, and home goods stores. The analysis also provides criteria for retailers to evaluate the site such as required sales per square foot, population size, and dominant consumer segments in the area.
This investor presentation provides an overview of Office Depot's business, including industry trends, financial performance, strategic priorities, and business updates. Key points include:
- Office Depot is a leading global provider of office supplies and services with $14.5 billion in 2008 sales across multiple channels.
- While performance improved under new management from 2004-2007, macroeconomic weakness impacted results in late 2007.
- Strategic priorities include cash management, improving margins in North American retail and business solutions, and reducing costs internationally.
- Business updates indicate actions to reduce costs, close underperforming stores and facilities, increase high-margin services, and improve sourcing through private brand expansion.
The document outlines Office Depot's corporate governance guidelines. It discusses the board composition including the election of chair and lead director. It also covers board membership criteria, director independence, compensation, and interactions with management and investors. The document also discusses board meetings, including frequency and agenda setting. It addresses the role of board committees and their charters. Finally, it covers leadership development including the annual CEO evaluation and succession planning.
The document outlines Office Depot's corporate governance guidelines. It discusses the board composition including the election of the chair and lead director. It also covers director independence, selection of candidates, orientation and continuing education. The document provides guidance on board meetings, committees, leadership development, conflicts of interest and an annual review of the CEO.
The document outlines the corporate governance guidelines of 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.
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 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.
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.
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.
- 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 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 the corporate governance guidelines for the Board of Directors of The Goldman Sachs Group, Inc. as amended in January 2007. It addresses several topics in over 20 sections, including: board composition and size; selection of the chairman and CEO; selection and evaluation of directors; committee structure and responsibilities; and expectations for director participation, loyalty, ethics, and stock ownership. The guidelines are intended to promote effective board functioning and oversight of the company in the interests of shareholders.
This document outlines the corporate governance guidelines for Computer Sciences Corporation. It addresses the role of the board of directors in overseeing management and acting in good faith. It also covers the composition of the board, including the size, selection process, and independence of directors. The document provides qualifications for directors, including limits on other board service and procedures for changes in job responsibilities. It describes board committees, conduct of meetings, access to management and advisors, performance evaluations, director compensation, orientation, education, 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.
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.
dana holdings CorporateGovernanceGuidelines_013108finance42
The document outlines the corporate governance guidelines of Dana Holding Corporation. It discusses the role and responsibilities of the Board of Directors in overseeing the company's management. It also covers topics such as director qualifications, committees, succession planning, communications and business conduct standards. The guidelines are intended to ensure the Board operates independently and fulfills its duties of oversight, strategy and succession.
dana holdings CorporateGovernanceGuidelines_013108finance42
The document outlines the corporate governance guidelines of Dana Holding Corporation. It discusses the role and responsibilities of the Board of Directors in overseeing the company. It also covers topics such as director qualifications, committees, succession planning, communications and business conduct standards. The guidelines are intended to ensure the Board operates independently and effectively.
The document outlines the corporate governance guidelines of Liz Claiborne, Inc. regarding the board of directors. Key points include:
- The board seeks directors with integrity, judgment, business experience, commitment and absence of conflicts.
- Directors are responsible for exercising business judgment in the company's best interests.
- The board aims to be a small "working" group of 9-12 directors.
- A majority of directors must be independent as defined by stock exchange standards.
- The board is responsible for selecting new directors, considering diversity and shareholder nominees. New directors receive an orientation.
- The document outlines the corporate governance guidelines of Liz Claiborne, Inc., including guidelines around board membership, responsibilities of directors, board size, director independence, selection of new directors, and board organization and operations.
- Key criteria for board members include integrity, judgment, business experience, commitment of time, ability to work with others, absence of conflicts, and meaningful equity ownership in the company.
- The primary responsibilities of directors are to exercise business judgment in the interests of shareholders and comply with applicable laws.
- The optimal board size is between 9 and 12 directors. A substantial majority must be independent as defined by stock exchange rules.
- The guidelines cover various aspects of board meetings,
GM_Corporate Governance_Directors and Corporate Governance CommitteeManya Mohan
The Directors and Corporate Governance Committee is responsible for identifying and recommending individuals to serve on the Board of Directors of General Motors Corporation. The Committee oversees matters related to Board service and corporate governance. It is tasked with reviewing director qualifications, recommending Board nominees, and overseeing new director orientation and continuing education. The Committee also monitors compliance with corporate governance guidelines and annually evaluates Board effectiveness.
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.
Similar to office depot Governance Guidelines_October_2008 (20)
This document outlines Computer Sciences Corporation's equity grant policy, including the types of equity grants awarded, grant dates, approval process, and reporting requirements. It states that CSC issues equity grants to directors and employees to attract, retain, and motivate them. Equity grants include stock options, restricted stock, and restricted stock units. Grant dates depend on whether the recipient is a director, new hire, promotion, or current employee. Senior executive grants require higher levels of approval than non-senior grants. The company must stay within an approved annual equity grant budget.
The document outlines the bylaws of Computer Sciences Corporation. It details the principal office location, procedures for annual and special stockholder meetings, requirements for submitting items and nominations for consideration at meetings, and election of directors. Key details include timelines for submitting proposals/nominations, information required to be provided, and requirements for stockholders to present submitted items at meetings.
This document restates the articles of incorporation of Computer Sciences Corporation. It outlines the corporation's name, principal office location, nature of business, capital stock structure including 750 million shares of common stock and 1 million shares of preferred stock. It provides the board of directors authority to establish terms for preferred stock series and outlines shareholder rights and restrictions.
This document outlines a supplemental code of ethics specifically for a company's Chairman and Chief Executive Officer, Vice President and Chief Financial Officer, and Vice President and Chief Accounting Officer. The code builds upon the company's existing code of ethics and standards of conduct applicable to all directors, officers, and employees. It requires these executives to act with honesty and integrity, avoid conflicts of interest, ensure full financial disclosure, comply with all applicable laws and regulations, and promptly report any unethical or illegal conduct. Violations will be reported to the board of directors who will determine appropriate accountability actions.
This document outlines the Code of Ethics and Standards of Conduct for Computer Sciences Corporation (CSC). It discusses CSC's commitment to ethics, integrity and social responsibility. It also summarizes the principles of avoiding conflicts of interest, protecting company and customer property, providing accurate records and reports, maintaining a professional work environment, and procedures for reporting violations. Adherence to the Code is required by all CSC directors, employees and representatives.
This document provides an investor highlights report for Computer Sciences Corporation (CSC) for the first quarter of fiscal year 1997. It summarizes that CSC reported a 20% increase in net income and 20.5% increase in revenue compared to the same quarter the previous year. It also announces three acquisitions that further expanded CSC's industry-specific consulting services. CSC operates in strong markets for information technology services and sees continued growth opportunities.
CSC reported $1.36 billion in revenue for the second quarter of FY1997, a 20.1% increase over the previous year. CSC earned $49.3 million excluding a one-time $48.9 million charge related to an acquisition. For the first six months of FY1997, CSC reported $2.66 billion in revenue and $94.6 million in net income excluding the charge. CSC operates in commercial and government IT markets, with growing demand for outsourcing and consulting services.
Computer Sciences Corporation reported a 15.5% increase in earnings per share for the first quarter of fiscal year 1998. Revenue rose 14.2% to $1.488 billion, with growth in commercial, European, and other international sectors. While US federal revenue declined slightly due to contract completions, the company expects this sector to improve over the fiscal year as new contracts are implemented. Overall, CSC's business continues to demonstrate strong growth trends across its consulting, systems integration, and outsourcing services.
Computer Sciences Corporation reported financial results for the second quarter of fiscal year 1998, ended September 26, 1997. Revenue increased 16.5% to $1.58 billion compared to the previous year. Net income grew 18.8% to $58.6 million. The company provides management consulting, systems integration, and outsourcing services worldwide to industry and government clients. New contracts were announced during the quarter, and the company expects continued revenue growth for the remainder of the fiscal year.
The document is a quarterly report from Computer Sciences Corporation (CSC) providing key financial information and highlights for investors. It summarizes that CSC's revenue increased 17.1% in the third quarter of fiscal year 1998 compared to the previous year. Net income also rose 20.5% over the same period. The report further outlines CSC's business segments and global operations, as well as new contracts and growth in key market sectors during the quarter.
Computer Sciences Corporation (CSC) reported higher revenue and earnings for the first quarter of fiscal year 1999 compared to the same period the previous year. Revenue increased 17.8% to $1.75 billion while net income rose 22.2% to $64.3 million. The company also announced $2.8 billion in new contract awards during the quarter and saw growth across all of its major service categories. CSC's chairman attributed the strong results to continued expansion in key markets like financial services and healthcare as well as new strategic partnerships.
Computer Sciences Corporation (CSC) reported a 21.6% increase in earnings per share for the second quarter of fiscal year 1999 compared to the previous year. Revenue increased 17% to $1.85 billion driven by strong growth in Europe and the federal sector. For the first half of the fiscal year, net income rose 23.6% and revenues increased 17.4% over the previous year. CSC also acquired a majority stake in a French consulting firm, increasing its presence in that country.
Computer Sciences Corporation reported a 22.7% increase in earnings per share for the third quarter of fiscal year 1999 compared to the previous year. Net income increased 25.9% while revenues rose 15.9%. Growth was driven by strong performance in European operations, consulting, financial services, and lower interest costs. For the first nine months of the fiscal year, net income increased 24.5% while revenues were up 16.9% year-over-year.
Computer Sciences Corporation (CSC) reported a 20% increase in earnings per share and a 21.7% increase in net income for the first quarter of fiscal year 2000 compared to the same quarter the previous year. Revenue increased 17.6% to $2.06 billion driven by increased demand for outsourcing, enterprise solutions, e-business, and systems integration. CSC also announced over $4.7 billion in new business awards during the quarter and expects e-business revenue to triple to nearly $600 million for the full fiscal year.
Computer Sciences Corporation (CSC) reported higher earnings and revenue for the second quarter of fiscal year 2000 compared to the same period last year. Earnings per share rose 22.2% and net income increased 22.7% due to strong global commercial growth and improved operating performance. CSC continues to see significant demand for outsourcing and other services and rapid growth in requests for e-business solutions.
Computer Sciences Corporation (CSC) reported financial results for the third quarter of fiscal year 2000, ending December 31, 1999. Revenue was up 14.9% to $2.4 billion compared to the previous year. Earnings per share, excluding special items, were 66 cents, a 20% increase over the previous year. CSC received $3.5 billion in new business awards during the quarter and $9.6 billion year-to-date. Research analysts from various firms cover CSC stock, which trades on the New York Stock Exchange.
Computer Sciences Corporation (CSC) reported financial results for the first quarter of fiscal year 2001, ended June 30, 2000. Revenues increased 11.8% to $2.46 billion due to strong growth in the U.S. federal government, Asia-Pacific, and commercial outsourcing sectors. Net income grew 13.5% to $96 million and earnings per share increased to 56 cents. CSC also secured $3.3 billion in new business awards during the quarter and remains on track to achieve its target of $1 billion in e-business revenue for the fiscal year.
Computer Sciences Corporation (CSC) reported strong financial results for the second quarter of fiscal year 2001, with revenues increasing 12% to $2.5 billion and net income growing 17.1% to $109 million. For the first six months of the fiscal year, revenues were up 11.9% to $5 billion and net income increased 15.4% to $205 million. The company secured $7.7 billion in new contracts for the first half, fueling anticipated growth in the second half of the year.
Computer Sciences Corporation (CSC) reported financial results for the third quarter of fiscal year 2001, ended December 29, 2000. Revenues increased 12.9% to $2.7 billion due to growth in the federal government vertical market and commercial outsourcing. Earnings before special items increased 9.6% to $122.9 million. Major new business awards totaled $1.8 billion for the quarter. For the nine-month period, revenues increased 12.2% to $7.6 billion and earnings before special items increased 13.1% to $327.9 million, though results were impacted by currency effects and restructuring costs. CSC also discussed several new contracts and engagements.
Computer Sciences Corporation (CSC) reported financial results for the first quarter of fiscal year 2002, ended June 29, 2001. Revenue grew 10.2% to $2.7 billion due to strong growth in global outsourcing. Net income was $47.7 million. Commercial revenue grew 17% internationally due to outsourcing contracts in the UK and Scandinavia. Federal government revenue rose 3.9% despite some contract completions, with growth in civil agencies and GSA work. CSC will focus on larger outsourcing engagements and adjusting to reduced consulting demand, while progressing on improving recent outsourcing contracts.
[4:55 p.m.] Bryan Oates
OJPs are becoming a critical resource for policy-makers and researchers who study the labour market. LMIC continues to work with Vicinity Jobs’ data on OJPs, which can be explored in our Canadian Job Trends Dashboard. Valuable insights have been gained through our analysis of OJP data, including LMIC research lead
Suzanne Spiteri’s recent report on improving the quality and accessibility of job postings to reduce employment barriers for neurodivergent people.
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KYC Compliance: A Cornerstone of Global Crypto Regulatory FrameworksAny kyc Account
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TEST BANK Principles of cost accounting 17th edition edward j vanderbeck mari...Donc Test
TEST BANK Principles of cost accounting 17th edition edward j vanderbeck maria r mitchell.docx
TEST BANK Principles of cost accounting 17th edition edward j vanderbeck maria r mitchell.docx
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Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
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Ponzi schemes, a notorious form of financial fraud, have plagued America’s investment landscape for decades. Named after Charles Ponzi, who orchestrated one of the most infamous schemes in the early 20th century, these fraudulent operations promise high returns with little or no risk, only to collapse and leave investors with significant losses. This article explores the nature of Ponzi schemes, notable cases in American history, their impact on victims, and measures to prevent falling prey to such scams.
Understanding Ponzi Schemes
A Ponzi scheme is an investment scam where returns are paid to earlier investors using the capital from newer investors, rather than from legitimate profit earned. The scheme relies on a constant influx of new investments to continue paying the promised returns. Eventually, when the flow of new money slows down or stops, the scheme collapses, leaving the majority of investors with substantial financial losses.
Historical Context: Charles Ponzi and His Legacy
Charles Ponzi is the namesake of this deceptive practice. In the 1920s, Ponzi promised investors in Boston a 50% return within 45 days or 100% return in 90 days through arbitrage of international reply coupons. Initially, he paid returns as promised, not from profits, but from the investments of new participants. When his scheme unraveled, it resulted in losses exceeding $20 million (equivalent to about $270 million today).
Notable American Ponzi Schemes
1. Bernie Madoff: Perhaps the most notorious Ponzi scheme in recent history, Bernie Madoff’s fraud involved $65 billion. Madoff, a well-respected figure in the financial industry, promised steady, high returns through a secretive investment strategy. His scheme lasted for decades before collapsing in 2008, devastating thousands of investors, including individuals, charities, and institutional clients.
2. Allen Stanford: Through his company, Stanford Financial Group, Allen Stanford orchestrated a $7 billion Ponzi scheme, luring investors with fraudulent certificates of deposit issued by his offshore bank. Stanford promised high returns and lavish lifestyle benefits to his investors, which ultimately led to a 110-year prison sentence for the financier in 2012.
3. Tom Petters: In a scheme that lasted more than a decade, Tom Petters ran a $3.65 billion Ponzi scheme, using his company, Petters Group Worldwide. He claimed to buy and sell consumer electronics, but in reality, he used new investments to pay off old debts and fund his extravagant lifestyle. Petters was convicted in 2009 and sentenced to 50 years in prison.
4. Eric Dalius and Saivian: Eric Dalius, a prominent figure behind Saivian, a cashback program promising high returns, is under scrutiny for allegedly orchestrating a Ponzi scheme. Saivian enticed investors with promises of up to 20% cash back on everyday purchases. However, investigations suggest that the returns were paid using new investments rather than legitimate profits. The collapse of Saivian l
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.
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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
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Jordi Skilbeck, Senior Policy Advisor, Pensions and Lifetime Savings Association
Rt Hon Sir Stephen Timms, former Chair, Work & Pensions Committee
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Jackie Wells, Strategy and Policy Consultant, ILC Strategic Advisory Board
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Stunning art in the small multiples format brings out the spatiotemporal nature of societal transitions, against backdrop issues such as energy, housing, waste, farmland and forest. In each frame we see hopeful and frightful interplays between spending and saving. Problems emerge when one of the two parts of the existential anaglyph rapidly shrinks like Arctic ice, as factors cross thresholds. Ecological wealth and intergenerational equity areFour at stake. Not enough spending could mean economic stress, social unrest and political conflict. Not enough saving and there will be climate breakdown and ‘bankruptcy’. So where does speculative design start and the gambling and betting end? Behind each fabular frame is a four ratio problem. Each ratio reflects the level of sacrifice and self-restraint a society is willing to accept, against promises of prosperity and freedom. Some values seem to stabilise a frame while others cause collapse. Get the ratios right and we can have it all. Get them wrong and things get more desperate.
"Does Foreign Direct Investment Negatively Affect Preservation of Culture in the Global South? Case Studies in Thailand and Cambodia."
Do elements of globalization, such as Foreign Direct Investment (FDI), negatively affect the ability of countries in the Global South to preserve their culture? This research aims to answer this question by employing a cross-sectional comparative case study analysis utilizing methods of difference. Thailand and Cambodia are compared as they are in the same region and have a similar culture. The metric of difference between Thailand and Cambodia is their ability to preserve their culture. This ability is operationalized by their respective attitudes towards FDI; Thailand imposes stringent regulations and limitations on FDI while Cambodia does not hesitate to accept most FDI and imposes fewer limitations. The evidence from this study suggests that FDI from globally influential countries with high gross domestic products (GDPs) (e.g. China, U.S.) challenges the ability of countries with lower GDPs (e.g. Cambodia) to protect their culture. Furthermore, the ability, or lack thereof, of the receiving countries to protect their culture is amplified by the existence and implementation of restrictive FDI policies imposed by their governments.
My study abroad in Bali, Indonesia, inspired this research topic as I noticed how globalization is changing the culture of its people. I learned their language and way of life which helped me understand the beauty and importance of cultural preservation. I believe we could all benefit from learning new perspectives as they could help us ideate solutions to contemporary issues and empathize with others.
Independent Study - College of Wooster Research (2023-2024) FDI, Culture, Glo...AntoniaOwensDetwiler
"Does Foreign Direct Investment Negatively Affect Preservation of Culture in the Global South? Case Studies in Thailand and Cambodia."
Do elements of globalization, such as Foreign Direct Investment (FDI), negatively affect the ability of countries in the Global South to preserve their culture? This research aims to answer this question by employing a cross-sectional comparative case study analysis utilizing methods of difference. Thailand and Cambodia are compared as they are in the same region and have a similar culture. The metric of difference between Thailand and Cambodia is their ability to preserve their culture. This ability is operationalized by their respective attitudes towards FDI; Thailand imposes stringent regulations and limitations on FDI while Cambodia does not hesitate to accept most FDI and imposes fewer limitations. The evidence from this study suggests that FDI from globally influential countries with high gross domestic products (GDPs) (e.g. China, U.S.) challenges the ability of countries with lower GDPs (e.g. Cambodia) to protect their culture. Furthermore, the ability, or lack thereof, of the receiving countries to protect their culture is amplified by the existence and implementation of restrictive FDI policies imposed by their governments.
My study abroad in Bali, Indonesia, inspired this research topic as I noticed how globalization is changing the culture of its people. I learned their language and way of life which helped me understand the beauty and importance of cultural preservation. I believe we could all benefit from learning new perspectives as they could help us ideate solutions to contemporary issues and empathize with others.
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This infographic explores the transformative power of Generative AI, a key driver of the 4th Industrial Revolution. Discover how Generative AI is revolutionizing industries, accelerating innovation, and shaping the future of work.
Economic Risk Factor Update: June 2024 [SlideShare]Commonwealth
May’s reports showed signs of continued economic growth, said Sam Millette, director, fixed income, in his latest Economic Risk Factor Update.
For more market updates, subscribe to The Independent Market Observer at https://blog.commonwealth.com/independent-market-observer.
Economic Risk Factor Update: June 2024 [SlideShare]
office depot Governance Guidelines_October_2008
1. Updated as of October 22, 2008
OFFICE DEPOT, INC.
CORPORATE GOVERNANCE GUIDELINES
The following Corporate Governance Guidelines (the “Guidelines”) have been adopted
by the Board of Directors (the “Board”) of Office Depot, Inc. (the “Corporation”) to assist the
Board in the exercise of its responsibilities under the Sarbanes-Oxley Act of 2002 (the “Act”)
and the New York Stock Exchange (“NYSE”) Rules for Listed Companies.
These Guidelines reflect the Corporation’s commitment to monitor the effectiveness of
policy and decision-making both at the Board and management level, and to enhance
shareholder value over the long term. These Guidelines are supplemental to the Certificate of
Incorporation and By-laws of the Corporation. These Guidelines are subject to periodic review
by the Corporate Governance & Nominating Committee (the “Governance Committee”) of the
Board.
This amendment and restatement of the Guidelines is effective as of July 27, 2005, by
vote of the Board.
BOARD COMPOSITION
1. Election of Chair of the Board and Lead Director
A. The Chair of the Board shall be elected annually at the time of election of corporate
officers of the Corporation. He or she may also serve as the Chief Executive Officer (“CEO”) of
the Company while serving as Chair of the Board. From this point forward, these Guidelines
assume that the Chair and the CEO are the same person.
B. The non-management Directors on the Board (i.e. those who are not officers of the
Corporation) shall select a Director to serve as the “Lead Director” of the Board and to chair the
Governance Committee. He or she shall work with the Governance Committee to develop the
agendas for, and shall preside at, meetings of the non-management Directors in executive
session. The Lead Director must be an Independent Director as defined in Section 7 of these
Guidelines. The person serving as Lead Director should serve not more than two successive
one-year terms, and the position should rotate, unless otherwise approved by a majority of the
Independent Directors.
2. Size of the Board
The Board shall establish the number of Directors to serve on the Board upon
recommendation of the Governance Committee.
3. Selection of Candidates to be Nominated for Election as Directors
The Governance Committee is responsible for nominating candidates for election to the
Board at the Corporation’s annual meeting of shareholders and for nominating to the Board
candidates to fill vacancies on the Board that may occur between annual meetings of
shareholders. When formulating its nominations, the Governance Committee may consider
advice and recommendations offered by management, other Board members, shareholders of
the Corporation, and/or outside advisors.
No former CEO of the Corporation shall serve on the Board after leaving office (except
that he or she may serve as Chair of the Board for a period not to exceed two years upon the
2. naming of a replacement as CEO), although he or she may be called upon to provide advice,
guidance and insights to the Board as requested by it. David Fuente, a former CEO of the
Corporation and an incumbent Director, is exempted from this policy.
4. Board Membership Criteria
Nominees for Director shall be selected on the basis of their character, expertise, sound
judgment, ability to make independent analytical inquiries, business experiences, understanding
of the Corporation’s business environment, ability to make time commitments to the
Corporation, demonstrated teamwork, and ability to bring unique and diverse perspectives and
understandings to the Board. The Board is committed to a diversified membership, in terms of
the individuals involved, their experiences and areas of expertise.
Board members are expected to conscientiously prepare for, attend, and participate in
Board and applicable Committee meetings. Each Board member is expected to ensure that
existing and planned future commitments do not materially interfere with the member’s service
as a Director of the Corporation. The Governance Committee shall be responsible for
determining whether any Director is not adequately discharging his or her responsibilities as a
Director.
A Director who changes his or her occupation or position should tender his or her
resignation to the Governance Committee for evaluation and a recommendation as to whether
the resignation should be accepted by the Board.
5. Voting
Any nominee for director in an uncontested election as to whom a majority of the shares
of the Company that are outstanding and entitled to vote in such election are designated to be
“withheld” from or are voted “against” his or her election shall tender his or her resignation for
consideration by the Corporate Governance & Nominating Committee. The Governance
Committee shall evaluate the best interests of the Company and its shareholders and shall
recommend to the Board the action to be taken with respect to such tendered resignation.
6. Director Orientation and Continuing Education
The Governance Committee shall arrange for an orientation program for all newly
elected Directors and, in conjunction with the CEO, determine the content of such orientation.
In addition, all Directors shall periodically participate in briefing sessions on topical subjects to
assist the Directors in discharging their duties. All Directors are encouraged to attend at least
one director education session each year. The Corporation shall pay for such continuing
education sessions and shall reimburse the Directors for the reasonable and necessary costs of
attending such sessions.
7. Director Independence
An “Independent” Director of the Corporation shall be one who meets the qualification
requirements for being an independent Director under the standards of the NYSE.
Independent Directors shall constitute a majority of the Board. All members of the Governance
Committee shall be Independent Directors.
8. Retirement Age; Term Limit
Unless his or her nomination or appointment is approved by a majority vote of the entire
Board of Directors, with the subject Director not participating in the discussion or vote on his or
2
3. her nomination or appointment, (i) no Director shall be nominated for re-election or
reappointment to the Board after having attained the age of 72 years, or (ii) no non-
management Director who has served a total of 10 years as a Director of the Corporation shall
be nominated for re-election or reappointment to the Board
9. Board Compensation
The Compensation Committee shall review and recommend to the full Board the form
and amounts of compensation and benefits for non-employee Directors. A Director who is also
an employee of the Corporation shall not receive additional compensation for service as a
Director.
10. Evaluation of Board
The Board shall periodically conduct a self-evaluation of the Board as a whole, each
Committee shall conduct self-evaluations of the work of the Committee, and the individual
Directors shall conduct a self-evaluation of their performance as individual Directors, all under
the supervision of the Governance Committee.
11. Board Interaction with Senior Management
The Board shall have access to management of the Corporation. Board members shall,
however, include or copy the CEO in making contact with management (unless such contact
involves assessment of performance of the CEO), and use sound business judgment to ensure
that such contact does not interfere with the day to day work of the Corporation’s management.
The Board encourages the CEO, from time to time, to invite employees into Board or Committee
meetings.
12. Access to Independent Advisors
The Board and its Committees may retain independent outside financial, compensation,
legal or other advisors to provide advice and counsel in discharge of its duties.
13. Board Interaction with Investors and Press
The Board believes that management, not the Directors, should speak for the
Corporation. Unless otherwise agreed to or requested by the CEO, each Director shall refer all
inquiries from investors and the press to the CEO or designated members of senior
management and shall not comment for attribution or background without first discussing such
matter with the CEO.
BOARD MEETINGS
14. Frequency of Meetings
There shall be at least four (4) regularly scheduled meetings of the Board each year (to
be held approximately quarterly) and special meetings from time to time as required.
15. Selection of Agenda Items for Board Meetings
The CEO, in consultation with the Chair of the Governance Committee shall annually
prepare a “Board of Directors Master Agenda.” This Master Agenda shall set forth items to be
considered by the Board at each of its specified meetings during the year. Each meeting
3
4. agenda shall include an opportunity for each Committee chair to report to the Board on the work
of his or her Committee. At least one Board meeting each year should include the presentation
of long-range strategic plans by the Corporation’s senior management team. Board members
may suggest in advance of any meeting additional subjects that are not on the agenda for that
meeting, at least thirty (30) days prior to the meeting.
Information and data are important to the Board’s understanding of the business and
essential to prepare Board members for productive meetings. Presentation materials relevant
to each meeting will be distributed in writing, or electronically, to the Board in advance of each
meeting unless doing so would compromise the confidentiality of any sensitive matter.
16. Executive Sessions of Directors
The Outside Directors (those who are not “officers” of the Corporation, as such term is
defined by NYSE listing standards) shall meet in an executive session at each regularly
scheduled Board meeting. The Lead Director shall preside at executive sessions, or, in his or
her absence, another Independent Director selected by the outside directors shall preside.
17. Contacting the Outside Directors
The Corporation shall maintain and publicly disclose a method for interested parties to
communicate directly with the Outside Directors as a group, with the Lead Director, with any
Committee or Committee Chair, individually or as a group.
COMMITTEE MATTERS
18. Board Committees
The Corporation shall have the following standing Committees: Audit, Compensation,
Corporate Governance & Nominating, and Finance. The duties for each of these Committees
shall be outlined in each such Committee’s charter and/or by further resolution of the Board.
Committee membership shall conform to the requirements of the NYSE.
19 . Assignment and Rotation of Committee Members and Chairs
The Governance Committee shall be responsible for making recommendations to the
Board with respect to the assignment of Board members to various Committees and the
appointment of Committee Chairs. The Governance Committee shall review periodically
Committee assignments and consider the rotation of Chairs and members of Committees.
20. Review of Charters by Committees
Each Board Committee shall review periodically its charter and recommend to the
Board any changes it deems necessary. In addition to its charter, the Governance Committee
will periodically review these Corporate Governance Guidelines.
LEADERSHIP DEVELOPMENT
21. Evaluation of Chief Executive Officer
The Board shall conduct an annual evaluation of the CEO following each fiscal year,
using the following process:
4
5. • The CEO recommends objectives to the Governance Committee for the following year,
which are then discussed with the entire Board and adopted by the Board and the CEO.
• After each year-end, the Board shall evaluate the performance of the CEO in meeting
the goals and objectives for that year.
• This evaluation shall be communicated to the CEO at an executive session of the Board.
• The Compensation Committee shall take this evaluation into consideration in its
determination of the CEO’s compensation.
• The Compensation Committee shall report to the full Board of Directors all forms of
compensation paid (or payable in the future) to the CEO and the next four most highly
compensated executives of the Company.
22. Succession Planning
The Board, shall evaluate periodically the executive management to ensure that plans
are in place for orderly succession of senior management, and also shall periodically review
plans for the education, development, and orderly succession of senior and mid-level managers
throughout the Corporation.
CONFLICTS OF INTEREST
23. Interest Matters
If a Director, directly or indirectly, has a financial or personal interest in a contract or
transaction to which the Corporation is to be a party, or is contemplating entering into a
transaction that involves use of corporate assets or competition against the Corporation, the
Director shall be considered to be 'interested' in the matter. The Director shall contact the Chair
of the Governance Committee to disclose such proposed relationship. The Director’s
involvement or interest will be reviewed by the Governance Committee, and the Committee
shall then make a recommendation to the Board.
DULY ADOPTED AT A MEETING OF THE BOARD OF DIRECTORS OF OFFICE DEPOT, INC., HELD
ON July 27, 2005.
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