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 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.
- 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.
constellation energy Corporate Governance Guidelinesfinance12
This document outlines the corporate governance guidelines for the Board of Directors of Constellation Energy Group, Inc. It discusses the role and responsibilities of the Board, including overseeing management, selecting and evaluating the CEO, and ensuring policies are in place to promote ethics and integrity. It also covers the composition of the Board, including size, independence, qualifications, and compensation of directors.
The document outlines the corporate governance guidelines of Office Depot, Inc. It discusses [1] the composition of the board, including the election of chair and lead director, size of the board, and selection of board candidates; [2] requirements for board membership including independence, retirement age, and term limits; and [3] processes for board meetings, including agenda setting, executive sessions, and interaction with management and advisors. The guidelines are intended to assist the board in exercising its responsibilities under relevant laws and regulations.
The document 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 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 Office Depot's corporate governance guidelines. It discusses the board composition including the election of the chair and lead director. It also covers director independence, selection of candidates, orientation and continuing education. The document provides guidance on board meetings, committees, leadership development, conflicts of interest and an annual review of the CEO.
The document outlines the corporate governance guidelines of Perini Corporation. It discusses (1) the composition and responsibilities of the Board of Directors, including director qualifications and independence, (2) the roles and responsibilities of Board committees, and (3) policies regarding Board performance evaluation, director orientation, management succession planning, and the company's code of business conduct. The guidelines are intended to assist the Board in exercising its duties to stakeholders.
The document outlines 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.
- 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.
constellation energy Corporate Governance Guidelinesfinance12
This document outlines the corporate governance guidelines for the Board of Directors of Constellation Energy Group, Inc. It discusses the role and responsibilities of the Board, including overseeing management, selecting and evaluating the CEO, and ensuring policies are in place to promote ethics and integrity. It also covers the composition of the Board, including size, independence, qualifications, and compensation of directors.
The document outlines the corporate governance guidelines of Office Depot, Inc. It discusses [1] the composition of the board, including the election of chair and lead director, size of the board, and selection of board candidates; [2] requirements for board membership including independence, retirement age, and term limits; and [3] processes for board meetings, including agenda setting, executive sessions, and interaction with management and advisors. The guidelines are intended to assist the board in exercising its responsibilities under relevant laws and regulations.
The document 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 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 Office Depot's corporate governance guidelines. It discusses the board composition including the election of the chair and lead director. It also covers director independence, selection of candidates, orientation and continuing education. The document provides guidance on board meetings, committees, leadership development, conflicts of interest and an annual review of the CEO.
The document outlines the corporate governance guidelines of Perini Corporation. It discusses (1) the composition and responsibilities of the Board of Directors, including director qualifications and independence, (2) the roles and responsibilities of Board committees, and (3) policies regarding Board performance evaluation, director orientation, management succession planning, and the company's code of business conduct. The guidelines are intended to assist the Board in exercising its duties to stakeholders.
These governance guidelines have been approved by the Chevron Board of Directors and establish the framework for governance of the corporation along with other documents. The guidelines cover topics such as the role and responsibilities of the board, criteria for board membership and director independence, selection of new directors, board size and composition, director retirement, board committees, the lead director role, executive sessions, business conduct policies, succession planning, director compensation, education and evaluation of board performance.
The document outlines the corporate governance guidelines of 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.
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.
Important Things I Proposed to Include in a Japan CG CodeNicholas Benes
This document outlines suggestions for important topics to include in Japan's Corporate Governance Code. It proposes that companies should establish Corporate Governance Guidelines covering board practices, mission/values, management oversight, ethics policies, and procedures for takeover bids. It also recommends that boards should be responsible for company success, include at least 1/3 independent directors, form committees including nomination and compensation, and establish policies on director independence, service limits, and succession planning.
The 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 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.
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 document outlines director independence guidelines for Integrys Energy Group, including:
1) Categorical standards that if met will presume a director is independent, such as not being employed by the company and not receiving over $120,000 in direct compensation.
2) Additional standards for audit committee members to be considered independent, including not accepting consulting fees and not being affiliated with the company.
3) Definitions of terms used in the guidelines like "immediate family member" and standards for assessing relationships that do not fall within the categorical standards.
This document outlines the key aspects of corporate governance as per Clause 49 of the Indian listing agreement. It discusses the meaning and role of corporate governance, as well as the requirements for board of directors, audit committees, disclosure, and other matters. The key points are:
1. Corporate governance aims to ensure transparency, accountability, and integrity in a company's dealings. It calls for decision-making and establishing responsibilities.
2. Clause 49 sets the standards for corporate governance that listed companies must comply with. It covers topics like board composition, roles of independent directors, audit committee qualifications, and other disclosures.
3. Requirements include having a majority of non-executive directors on the board, minimum board
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.
Board committees are small groups formed by the board to support specific work. The Companies Act 2013 mandates four committees: Audit, Nomination and Remuneration, Corporate Social Responsibility, and Stakeholders Relationship. The Audit Committee oversees financial reporting and auditing. The Nomination and Remuneration Committee handles director nominations and compensation. The CSR Committee recommends CSR spending and monitoring. The Stakeholders Relationship Committee addresses shareholder grievances. Committees must have the proper composition and meet requirements to avoid penalties.
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.
1) Terex Materials Processing & Mining (MP&M) is a $2.4 billion provider of surface mining and aggregate equipment solutions worldwide.
2) MP&M has a solid foundation of products, geographic presence, and talent, and is pursuing profitable growth through its machinery and aftermarket businesses.
3) The mining equipment market is experiencing trends toward larger-size machines, higher production rates, and lower costs per ton to help overcome challenges in skilled labor shortages.
dana holdings InsiderTradingPolicy_013108finance42
This document outlines Dana Holding Corporation's insider trading policy. The policy prohibits directors, officers, employees and others from buying or selling company securities while in possession of material non-public information. It defines who is considered an insider and what constitutes material and non-public information. The policy establishes trading windows and requires pre-clearance for certain designated individuals. It prohibits speculation, tipping of information to others, and any attempts to circumvent the policy. Violations can result in civil and criminal penalties.
The document is a presentation by Dana Limited given at the JP Morgan Harbour Auto Conference on August 13, 2008. It summarizes Dana's financial performance in the first half of 2008, which saw declining sales volume in North America offset somewhat by growth in selected global markets. It also discusses Dana's strategies for navigating the turbulent North American auto market, which include operational excellence initiatives, cost reductions, and rightsizing their organization. Dana ended the first half of 2008 with strong liquidity and minimal net debt.
- The document is the transcript of Tenet Healthcare Corporation's Q3 2007 earnings call on November 6, 2007.
- In the call, Tenet executives discuss positive trends in key performance indicators such as declining same-hospital admissions, increased adjusted EBITDA, and pricing gains.
- Executives also provide updates on cost control initiatives, physician recruitment efforts, and progress in turning around underperforming hospitals.
The document discusses Terex Corporation, a manufacturer of construction equipment. It notes that Terex has experienced strong growth in sales and profitability in recent years. Terex has a diverse global sales base, with 70% of sales coming from outside the US. The document also outlines Terex's vision and mission statements, and positions Terex as the 3rd largest manufacturer of construction equipment in the world based on sales.
Terex Materials Processing & Mining is a $2.6 billion provider of surface mining and aggregate equipment solutions worldwide. It has a profitable and growing business with strong margins. The mining equipment industry is large at $20 billion annually and focused on surface mining processes. Terex is well-positioned in this industry with leading products like mining trucks and hydraulic excavators that are used across major mining end markets globally.
This document provides an overview of Tenet Healthcare Corporation's 2008 Investor Day event. It introduces Tom Rice, the head of investor relations, who welcomes investors and provides some context. It then introduces Trevor Fetter, the President and CEO of Tenet, who will provide an operations overview. Fetter discusses Tenet's improved culture and performance, operational effectiveness through initiatives like managed care contracting, clinical quality improvements, and portfolio optimization. He also highlights financial metrics like EBITDA growth and cost control.
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 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.
These governance guidelines have been approved by the Chevron Board of Directors and establish the framework for governance of the corporation along with other documents. The guidelines cover topics such as the role and responsibilities of the board, criteria for board membership and director independence, selection of new directors, board size and composition, director retirement, board committees, the lead director role, executive sessions, business conduct policies, succession planning, director compensation, education and evaluation of board performance.
The document outlines the corporate governance guidelines of 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.
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.
Important Things I Proposed to Include in a Japan CG CodeNicholas Benes
This document outlines suggestions for important topics to include in Japan's Corporate Governance Code. It proposes that companies should establish Corporate Governance Guidelines covering board practices, mission/values, management oversight, ethics policies, and procedures for takeover bids. It also recommends that boards should be responsible for company success, include at least 1/3 independent directors, form committees including nomination and compensation, and establish policies on director independence, service limits, and succession planning.
The 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 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.
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 document outlines director independence guidelines for Integrys Energy Group, including:
1) Categorical standards that if met will presume a director is independent, such as not being employed by the company and not receiving over $120,000 in direct compensation.
2) Additional standards for audit committee members to be considered independent, including not accepting consulting fees and not being affiliated with the company.
3) Definitions of terms used in the guidelines like "immediate family member" and standards for assessing relationships that do not fall within the categorical standards.
This document outlines the key aspects of corporate governance as per Clause 49 of the Indian listing agreement. It discusses the meaning and role of corporate governance, as well as the requirements for board of directors, audit committees, disclosure, and other matters. The key points are:
1. Corporate governance aims to ensure transparency, accountability, and integrity in a company's dealings. It calls for decision-making and establishing responsibilities.
2. Clause 49 sets the standards for corporate governance that listed companies must comply with. It covers topics like board composition, roles of independent directors, audit committee qualifications, and other disclosures.
3. Requirements include having a majority of non-executive directors on the board, minimum board
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.
Board committees are small groups formed by the board to support specific work. The Companies Act 2013 mandates four committees: Audit, Nomination and Remuneration, Corporate Social Responsibility, and Stakeholders Relationship. The Audit Committee oversees financial reporting and auditing. The Nomination and Remuneration Committee handles director nominations and compensation. The CSR Committee recommends CSR spending and monitoring. The Stakeholders Relationship Committee addresses shareholder grievances. Committees must have the proper composition and meet requirements to avoid penalties.
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.
1) Terex Materials Processing & Mining (MP&M) is a $2.4 billion provider of surface mining and aggregate equipment solutions worldwide.
2) MP&M has a solid foundation of products, geographic presence, and talent, and is pursuing profitable growth through its machinery and aftermarket businesses.
3) The mining equipment market is experiencing trends toward larger-size machines, higher production rates, and lower costs per ton to help overcome challenges in skilled labor shortages.
dana holdings InsiderTradingPolicy_013108finance42
This document outlines Dana Holding Corporation's insider trading policy. The policy prohibits directors, officers, employees and others from buying or selling company securities while in possession of material non-public information. It defines who is considered an insider and what constitutes material and non-public information. The policy establishes trading windows and requires pre-clearance for certain designated individuals. It prohibits speculation, tipping of information to others, and any attempts to circumvent the policy. Violations can result in civil and criminal penalties.
The document is a presentation by Dana Limited given at the JP Morgan Harbour Auto Conference on August 13, 2008. It summarizes Dana's financial performance in the first half of 2008, which saw declining sales volume in North America offset somewhat by growth in selected global markets. It also discusses Dana's strategies for navigating the turbulent North American auto market, which include operational excellence initiatives, cost reductions, and rightsizing their organization. Dana ended the first half of 2008 with strong liquidity and minimal net debt.
- The document is the transcript of Tenet Healthcare Corporation's Q3 2007 earnings call on November 6, 2007.
- In the call, Tenet executives discuss positive trends in key performance indicators such as declining same-hospital admissions, increased adjusted EBITDA, and pricing gains.
- Executives also provide updates on cost control initiatives, physician recruitment efforts, and progress in turning around underperforming hospitals.
The document discusses Terex Corporation, a manufacturer of construction equipment. It notes that Terex has experienced strong growth in sales and profitability in recent years. Terex has a diverse global sales base, with 70% of sales coming from outside the US. The document also outlines Terex's vision and mission statements, and positions Terex as the 3rd largest manufacturer of construction equipment in the world based on sales.
Terex Materials Processing & Mining is a $2.6 billion provider of surface mining and aggregate equipment solutions worldwide. It has a profitable and growing business with strong margins. The mining equipment industry is large at $20 billion annually and focused on surface mining processes. Terex is well-positioned in this industry with leading products like mining trucks and hydraulic excavators that are used across major mining end markets globally.
This document provides an overview of Tenet Healthcare Corporation's 2008 Investor Day event. It introduces Tom Rice, the head of investor relations, who welcomes investors and provides some context. It then introduces Trevor Fetter, the President and CEO of Tenet, who will provide an operations overview. Fetter discusses Tenet's improved culture and performance, operational effectiveness through initiatives like managed care contracting, clinical quality improvements, and portfolio optimization. He also highlights financial metrics like EBITDA growth and cost control.
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 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.
- 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,
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.
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 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 Toll Brothers, Inc. as established by its Board of Directors. It discusses director qualification standards, responsibilities, access to management and independent advisors, compensation, orientation and continuing education. It also covers management succession planning, annual board performance evaluations, and notes the guidelines were adopted in 2002 and amended in 2003.
The document outlines the corporate governance guidelines of Toll Brothers, Inc. as established by its Board of Directors. It discusses director qualification standards, responsibilities, access to management and independent advisors, compensation, orientation and continuing education. It also covers management succession planning, annual board performance evaluations, and notes the guidelines were adopted in 2002 and amended in 2003.
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.
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 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.
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.
The document outlines the charter of the Compensation Committee of the Board of Directors of L-3 Communications Holdings, Inc. The committee is responsible for assisting the board in overseeing executive compensation, evaluating CEO performance and compensation, reviewing incentive plans, and preparing compensation disclosures. Key duties include setting compensation for executive officers and directors, monitoring incentive plans, retaining compensation consultants, and reporting to the full board. The committee will also annually review its own performance and the adequacy of its charter.
The document outlines the charter of the Compensation Committee of the Board of Directors of L-3 Communications Holdings, Inc. The committee is responsible for assisting the board in overseeing executive compensation programs and plans. Key duties include evaluating and setting the compensation of the CEO and other executives, reviewing and approving incentive compensation and equity plans, and preparing an annual report on executive compensation for shareholders. The committee is also tasked with performing annual self-evaluations.
The document outlines 27 corporate governance guidelines for Walgreen Co., including:
1) The board believes the roles of chairman and CEO should be considered during succession planning based on circumstances.
2) The board may designate a lead independent director to strengthen board oversight and communication.
3) The board has four standing committees - audit, compensation, nominating and governance, and finance - and only independent directors may serve on the first three.
4) Director responsibilities include attending meetings, reviewing materials, providing oversight of management and major strategies, and annually evaluating board performance.
The document outlines corporate governance guidelines for 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.
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.
Similar to pulte homes _CorporateGovernanceGuidelines_2009 (20)
SAIC's employees are dedicated to delivering innovative solutions to support clients worldwide, particularly those on the front lines of homeland security and the war in Iraq. The document discusses several ways SAIC supports homeland security, including through emergency preparedness and response training, securing borders and transportation, and responding to nuclear, biological, and chemical threats. SAIC has extensive experience supporting government agencies and was chosen to integrate the new Department of Homeland Security's data network.
This document provides a 3-page annual report for SAIC, a technology and engineering company, for their 35th anniversary in 2004. It summarizes SAIC's history and accomplishments over 35 years, including helping analyze nuclear weapons, undertaking projects in nuclear energy and healthcare, and solving difficult problems for customers in many fields. It discusses SAIC's continued commitment to employee ownership and customer focus. The message to stockholders outlines SAIC's strategies under new CEO Ken Dahlberg to better serve customers, recommit to traditional values, and drive continued growth, including reorganizing into fewer customer-focused units and setting a goal to double the company's value in 5 years.
SAIC delivered strong financial and technical performance in fiscal year 2005. Revenues increased 23% to $7.2 billion and operating income rose 24%. SAIC won many new contracts and saw record contract awards and backlog. Going forward, SAIC aims to capture larger systems integration contracts while maintaining an entrepreneurial culture and pursuing new opportunities in areas like digital oilfield technology. SAIC also seeks to strengthen workforce diversity and development.
The document is SAIC's annual report for fiscal year 2006. It summarizes SAIC's financial performance for the year, highlighting increased revenues of $7.8 billion, net income of $927 million, and diluted earnings per share of $5.15. It also outlines SAIC's strategic business areas of homeland security, intelligence solutions, defense transformation, logistics and transportation, systems engineering and integration, and research and development. The report discusses SAIC's response to hurricanes Katrina and Rita and its commitment to customers, employees, and shareholders.
SAIC provides technical solutions and operational support to government agencies and commercial customers in key areas such as homeland security, intelligence, defense, logistics, and IT. In fiscal year 2007, SAIC achieved revenue growth of 7% and operating income growth of 19% while making strategic acquisitions to expand capabilities. SAIC is committed to executing strategies to accelerate organic growth, expand operating margins, and make additional strategic acquisitions.
1) SAIC achieved strong financial results in FY2008, with revenues of $8.94 billion, up 11% from FY2007, and operating income of $666 million, up 16% from the previous year.
2) SAIC completed strategic acquisitions to expand in energy, infrastructure, and environment areas and appointed a new COO, Larry Prior, to lead organizational transition efforts.
3) Project Alignment is a major multi-year initiative to improve performance by integrating HR, finance, IT and other functions into a shared services model across the company.
The document provides an overview of Terex Corporation for a May 2008 investor conference. It discusses Terex's purpose, mission, and vision. It summarizes Terex's sales, operating profit, and geographic diversity for 2007. It also outlines goals to achieve $12 billion in sales and 12% operating margin by 2010. Finally, it discusses opportunities to improve margins through pricing actions, supply management, productivity initiatives, and The Terex Way values.
The document provides an overview of Terex Corporation and its business segments for an investor conference. It summarizes that Terex has a diversified portfolio across industries and geographies that provides balance through economic cycles. It also outlines opportunities to improve margins through pricing actions, supply management initiatives, and productivity improvements. The goal is to achieve $12 billion in sales and a 12% operating margin by 2010.
The document provides an overview of Terex Corporation for a Merrill Lynch conference. It discusses Terex's purpose, mission, and vision. It also summarizes Terex's diversified business segments and product lines, with aerial work platforms, construction equipment, cranes, material processing and mining equipment being the largest segments. The document outlines Terex's goals for 2010 of achieving $12 billion in sales and 12% operating margins.
The document provides an overview of Terex Corporation from its Basics Industrials Conference presentation on May 8, 2008. It discusses Terex's purpose, mission, and vision. It highlights Terex's strong and diversified revenue base, with income from operations increasing 36% in 2007 and 28% in Q1 2008. It outlines Terex's goals for 2010 of $12 billion in sales and 12% operating margin. The document also provides an overview of each of Terex's business segments.
Terex Corporation provides forward-looking statements and non-GAAP measures in their presentation. Their purpose is to improve people's lives around the world through their construction equipment. Their mission is to delight customers with high-quality products and services that exceed expectations. Their vision is to be the most customer-responsive, profitable, and desirable place for employees to work in the industry. Terex has a strong and diversified revenue base globally, with income and sales growing significantly in recent years. They are the 3rd largest construction equipment manufacturer in the world, with over 75% of sales where they have a strong market presence.
The annual shareholder meeting presentation covered the following key points in 3 sentences:
Terex aims to achieve $12 billion in sales and 12% operating margin by 2010 through executing on supply chain management, pricing discipline, and lean initiatives to improve margins. The company has a diverse portfolio of products and geographic presence to balance performance across economic cycles. Opportunities for margin improvement include coordinating supply efforts, optimizing manufacturing footprint, and pricing actions to offset rising costs.
1) The annual shareholder meeting presentation discusses Terex Corporation's financial goals for 2010, including achieving $12 billion in sales with a 12% operating margin and 15% working capital to sales ratio.
2) It provides an overview of Terex's business segments and their market positions, with approximately 75% of sales generated in markets where Terex has a leading position.
3) The presentation highlights Terex's sales and backlog figures by business segment for the last twelve months through March 2008, with aerial work platforms sales up 9% and cranes sales up 26% compared to the prior year.
This document contains the presentation from Tim Ford, President of Terex Aerial Work Platforms, at the JPMorgan Basics & Industrials Conference on June 4, 2008. Ford discusses the strong sales growth and global expansion of Terex AWP over the past decade. He outlines the secular growth drivers of the aerial work platform industry and Terex AWP's strategy to further strengthen and globalize its business, maximize revenue and profit from its large installed base, and extend its product offerings beyond aerials. Ford also highlights opportunities to apply lean principles more broadly across the value chain through partnerships with customers and suppliers.
Terex Corporation provides forward-looking statements and non-GAAP measures in their presentation. Their purpose is to improve people's lives around the world through their construction equipment. Their mission is to delight customers with high-quality products and services that exceed expectations. Their vision is to be the most customer-responsive, profitable, and desirable place for employees to work in the industry. Terex has a strong and diversified revenue base globally, with income and sales growing substantially in recent years. They are the third largest construction equipment manufacturer in the world, with over 75% of sales where they have a strong market presence.
This document contains the presentation from Tim Ford, President of Terex Aerial Work Platforms, at the JPMorgan Basics & Industrials Conference on June 4, 2008. Ford discusses the strong sales growth and global expansion of Terex AWP over the past decade. He outlines the secular growth drivers for the aerial work platform industry and Terex AWP's strategies to further strengthen and globalize its business, maximize revenue and profit from its large installed base, and extend its product offerings beyond aerials. Ford also highlights opportunities to apply lean principles more broadly across the value chain and customer relationships.
Terex is a leading manufacturer of construction and mining equipment with strong market positions. It aims to grow sales to $12 billion by 2010 through executing on initiatives to improve supply chain management, pricing discipline, and productivity. Terex has a diversified business across products and geographies to balance performance through different economic cycles.
Terex is a leading manufacturer of construction and mining equipment with sales of $9.1 billion in 2007. It aims to grow sales to $12 billion by 2010 through organic growth and acquisitions while improving operating margins to 12% and reducing working capital to sales ratio to 15%. Terex has a diversified business across products and geographies that provides balance throughout the economic cycle.
Terex is the 3rd largest manufacturer of construction equipment in the world based on last twelve months of available Construction Equipment Sales. Terex has a strong and diversified revenue base with almost 70% of 2007 sales generated outside of the USA. Approximately 75% of 2007 sales were generated in markets where Terex has a larger market presence than competitors and/or a significant market share.
Sales and backlog for Terex's business segments through March 31, 2008:
- Aerial Work Platform sales increased 9% with backlog up 4% from the previous period.
- Crane segment sales rose 26% and backlog grew 70% over the same period.
- Material Processing & Mining sales were flat while backlog declined slightly.
Overall, Terex is experiencing growth across most segments though some backlogs decreased slightly from the prior period.
OJP data from firms like Vicinity Jobs have emerged as a complement to traditional sources of labour demand data, such as the Job Vacancy and Wages Survey (JVWS). Ibrahim Abuallail, PhD Candidate, University of Ottawa, presented research relating to bias in OJPs and a proposed approach to effectively adjust OJP data to complement existing official data (such as from the JVWS) and improve the measurement of labour demand.
"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.
Every business, big or small, deals with outgoing payments. Whether it’s to suppliers for inventory, to employees for salaries, or to vendors for services rendered, keeping track of these expenses is crucial. This is where payment vouchers come in – the unsung heroes of the accounting world.
Dr. Alyce Su Cover Story - China's Investment Leadermsthrill
In World Expo 2010 Shanghai – the most visited Expo in the World History
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China’s official organizer of the Expo, CCPIT (China Council for the Promotion of International Trade https://en.ccpit.org/) has chosen Dr. Alyce Su as the Cover Person with Cover Story, in the Expo’s official magazine distributed throughout the Expo, showcasing China’s New Generation of Leaders to the World.
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.
Discover the Future of Dogecoin with Our Comprehensive Guidance36 Crypto
Learn in-depth about Dogecoin's trajectory and stay informed with 36crypto's essential and up-to-date information about the crypto space.
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The Impact of Generative AI and 4th Industrial RevolutionPaolo Maresca
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.
1. PULTE HOMES, INC.
CORPORATE GOVERNANCE GUIDELINES
The following Corporate Governance Guidelines have been adopted by the Board of
Directors of Pulte Homes, Inc. (quot;Pultequot; or the quot;Companyquot;) to assist the Board in the
exercise of its responsibilities. These guidelines reflect the Board’s commitment to
monitor the effectiveness of policy and decision-making at both the Board and
management levels, with the objective of enhancing shareholder value over the long term.
The Board intends that these guidelines serve as a flexible framework, not as a set of
binding legal obligations, and should be interpreted in the context of all applicable laws
and regulations, the Company’s charter documents and other governing documents.
I. STRUCTURE OF THE BOARD
1.1 Selection of Board Members. Each year at the Company’s annual meeting, the
Board recommends a slate of Directors for election by shareholders. The Board’s
recommendations are based on its determination (using advice and information supplied
by the Nominating and Governance Committee) as to the suitability of each individual,
and the slate as a whole, to serve as Directors of the Company, taking into account the
membership criteria discussed below.
Shareholders may recommend Director nominees for consideration by the Nominating
and Governance Committee by writing to the Company’s Secretary specifying the
nominee's name and the qualifications for Board membership. Following verification of
the shareholder status of the person submitting the recommendation, all properly
submitted recommendations are brought to the attention of the Nominating and
Governance Committee. Shareholders may also nominate Directors for election at the
Company's annual meeting of shareholders by following the provisions described in the
Company’s proxy statement.
1.2 Board Membership Criteria. The Nominating and Governance Committee
works with the Board on an annual basis to determine the appropriate characteristics,
skills, and experience for the Board as a whole and its individual members. In evaluating
the suitability of individual Board members, the Board takes into account many factors,
including relevant experience, intelligence, compatibility, reputation for integrity,
professional background, understanding of the Company's business, and any other factors
deemed relevant. The Board evaluates each individual in the context of the Board as a
whole, with the objective of recommending a group that can best perpetuate the success
of the business and represent shareholder interests through the exercise of sound
judgment, using its diversity of experience. In determining whether to recommend a
Director for re-election, the Nominating and Governance Committee also considers the
Director’s past attendance at meetings and participation in and contributions to the
activities of the Board.
2. 1.3 Independence. The Board believes that a substantial majority of our Directors
should be quot;independent,'' not only as that term may be defined by the New York Stock
Exchange, but also without the appearance of any conflict in serving as a Director. To be
considered independent under these Guidelines, the Board must determine that a Director
does not have any direct or indirect material relationship with the Company (other than in
his or her capacity as a Director). We have established standards to assist in determining
whether a Director has a direct or indirect material relationship. These independence
standards are attached to these Guidelines.
1.4 Term Limits. The Board does not believe it should limit the number of terms for
which an individual may serve as a Director. The Board believes that Directors who have
served on the Board for an extended period of time are able to provide valuable insight
into the operations and future of the Company based on their experience with and
understanding of the Company’s history, policies, and objectives. The Board believes
that, as an alternative to term limits, it can ensure that the Board continues to evolve and
adopt new viewpoints through the evaluation and nomination process described in these
guidelines.
1.5 Age Policy. It is the policy of the Board that no Director shall stand for election
after the age of 75. A Director elected to the Board at or before the age of 75 may
continue to serve until the expiration of the term during which he or she turns 76.
1.6 Directors with Significant Job Changes. When a Director’s principal
occupation or business association changes substantially during his or her tenure as a
Director, that Director should tender his or her resignation for consideration by the
Nominating and Governance Committee. The Nominating and Governance Committee
will recommend to the Board the action, if any, to be taken with respect to the
resignation.
1.7 Limitation on Other Board Service. Directors are expected to advise the
Chairman of the Board and the Chairman of the Nominating and Governance Committee
before accepting any other public company directorship or any assignment to the audit
committee or compensation committee of the board of directors of any public company
of which such Director is a member. Directors may not serve on more than four boards
of public companies, including the Company’s Board.
1.8 Conflicts of Interest. All Directors must comply with the applicable provisions
of the Company's Business Practices Policy. If a Director has a personal interest in any
matter that is being considered by the Board for approval, that Director must disclose the
interest to the Board, excuse himself or herself from participation in the discussion, and
not vote on the matter.
1.9 Election of Directors. The Board of Directors recognizes the continuing
evolution of investor views and related initiatives addressing the appropriateness of
Director elections using a majority vote standard, rather than the current plurality
standard. The Board notes that these views and initiatives raise uncertainties as to the
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3. legal and practical implications of a change in practice, making amendments to the
Company’s Articles of Incorporation or Bylaws a less desirable means of addressing the
investor concerns at this time. Nonetheless the Board recognizes that certain
modifications to the Company’s current election procedures can effectively provide for
majority vote principles. Therefore, the Board of Directors is adopting the following
Guideline.
In an uncontested election of directors (i.e., an election where the only nominees are
those recommended by the Board of Directors), any nominee for Director who receives a
greater number of votes “withheld” from his or her election than votes “for” his or her
election by shareholders present in person or by proxy at the Annual Meeting of
Shareholders and entitled to vote in the election of Directors (“Majority Withheld Vote”)
will promptly tender his or her resignation to the Chairman of the Board following
certification of the shareholder vote.
The Nominating and Governance Committee will promptly consider the resignation
submitted by a Director receiving a Majority Withheld Vote and recommend to the Board
whether to accept the tendered resignation or reject it. In considering whether to accept
or reject the resignation, the Nominating and Governance Committee will consider all
factors deemed relevant, including without limitation, the underlying reasons for the
Majority Withheld Vote (if ascertainable), the length of service and qualifications of the
Director whose resignation has been tendered, the Director’s contributions to the
Company, compliance with listing standards, and the Company’s Corporate Governance
Guidelines.
The Board will act on the Nominating and Governance Committee’s recommendation no
later than at its first regularly scheduled meeting following certification of the
shareholder vote, which action may include, without limitation, acceptance of the
tendered resignation, adoption of measures designed to address the issues underlying the
Majority Withheld Vote, or rejection of the tendered resignation. Following the Board’s
decision on the Nominating and Governance Committee’s recommendation, the
Company will promptly publicly disclose the Board’s decision and process (including, if
applicable, the reasons for rejecting the tendered resignation) in a periodic or current
report filed with the Securities and Exchange Commission.
To the extent that one or more Directors’ resignations are accepted by the Board, the
Nominating and Governance Committee will recommend to the Board whether to fill
such vacancy or vacancies or to reduce the size of the Board.
Any Director who tenders his or her resignation pursuant to this provision will not
participate in the Nominating and Governance Committee recommendation or Board
consideration regarding whether or not to accept the tendered resignation. If a majority
of the members of the Nominating and Governance Committee received a Majority
Withheld Vote at the same election, then the independent Directors who are on the Board
who did not receive a Majority Withheld Vote will appoint a Board committee amongst
themselves solely for the purpose of considering the tendered resignations and will
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4. recommend to the Board whether to accept or reject them. This Board committee may,
but need not, consist of all of the independent Directors who did not receive a Majority
Withheld Vote.
This corporate governance guideline will be summarized or included in each proxy
statement relating to an election of Directors of the Company.
1.10 Lead Director. The Board shall designate a Lead Director from among the
independent Directors of the Board. The Lead Director shall hold office for a term of
three years, or less, if the Lead Director shall leave before the third anniversary of
appointment.
The Lead Director’s key role is to work with the Chairman of the Board and the Chief
Executive Officer to ensure that the Board (i) discharges its responsibilities, (ii) has
structures and procedures in place to enable it to function independently of management,
and (iii) clearly understands the respective roles and responsibilities of the Board and
Management. The Lead Director will perform the following duties:
• Convene and chair regular executive session meetings of the non-management
Directors and, as appropriate, provide prompt feedback to the Chairman of the
Board and the Chief Executive Officer.
• Coordinate and develop the agenda for executive sessions of the independent
Directors.
• Coordinate feedback to the Chairman of the Board and Chief Executive Officer
on behalf of independent Directors regarding business issues and management.
• Provide the Chairman of the Board and the Chief Executive Officer with input as
to the preparation of the agendas for meetings of the Board and informational
needs associated with those agendas and presentations.
• Performing such other duties as may be necessary for the Board to fulfill its
responsibilities or as may be requested by the Board as a whole, by the non-
management Directors, or by the Chairman of the Board.
• In the absence of the Chairman of the Board, act as chair of meetings of the
Board.
• Be the designated spokesperson for the Board when it is appropriate for the Board
to comment publicly on any matter.
II. BOARD PROCEDURAL MATTERS
2.1 Board Meetings – Agenda. The Chairman of the Board and Chief Executive
Officer, in consultation with the Lead Director, will set the agenda for each Board
4
5. meeting and will distribute this agenda in advance to each Director. The Chairman of the
Board and Chief Executive Officer will, as appropriate, solicit suggestions from other
Directors as to agenda items for Board meetings.
2.2 Frequency of Meetings. The Board will determine the number of regularly
scheduled meetings it wishes to hold each year, but generally expects to hold
approximately five meetings annually. In addition, special meetings may be called from
time to time, as determined by the needs of the business.
2.3 Attendance. Directors are expected to attend Board meetings and meetings of
the Committees on which they serve, to spend the time needed and to meet as frequently
as necessary to properly discharge their responsibilities. Meetings should include
presentations by management and, when appropriate, outside advisors or consultants, as
well as sufficient time for full and open discussion.
2.4 Advance Distribution of Materials. Written materials that are important to the
Board's understanding of the agenda items to be discussed at a Board or Committee
meeting should be distributed to the Directors sufficiently in advance of the meeting to
allow the Directors the opportunity to adequately prepare for such meeting.
2.5 Access to Management. 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.
2.6 Outside Advisors. The Board and each Committee has the authority to engage
independent legal, financial, or other advisors as it may deem necessary, without
consulting or obtaining the approval of any officer of the Company in advance, but each
Committee will notify the Chairman of any such action. Management of the Company
will cooperate with any such engagement and will ensure that the Company provides
adequate funding for such advisors.
2.7 Executive Sessions of Independent Directors. Non-employee Directors will
meet in executive session (with no executive Directors or management present) on a
regular basis, as they deem necessary. At least one such meeting per year will be held by
non-employee Directors who are also independent. The Lead Director will preside at
each executive session.
III. PERFORMANCE EVALUATION; SUCCESSION PLANNING;
COMPENSATION
3.1 Management Evaluations and Succession. The non-employee Directors of the
Company will conduct an annual review of the Company and its executive management.
5
6. The Board will establish and review policies and procedures for the succession to the
Chief Executive Officer and such other members of executive management, as the Board
deems appropriate.
3.2 Board Self-Evaluation. The Board will annually review its own performance
and determine what, if any, action could improve the performance and effectiveness of
the Board and its Committees.
3.3 Director Compensation. The Compensation Committee will determine the form
and amount of Director compensation in accordance with the principles and policies
contained in its charter, or other related Company policies. In making its determination,
the Compensation Committee should take into consideration the following factors,
among others: compensation should fairly pay Directors for the responsibilities and
duties undertaken in serving as a director of a Company of the size and complexity of the
Company and compensation should align the Directors' interests with the long-term
interests of shareholders. Non-employee Directors shall not receive any compensation
from the Company other than his or her compensation as a Director. Directors who are
also employees of the Company should receive no additional compensation for their
services as Directors.
IV. COMMITTEE MATTERS
4.1 Number and Type of Committees. The Board will at all times maintain an
Audit Committee, a Nominating and Governance Committee, and a Compensation
Committee, each of which will be comprised of independent Directors and will operate in
accordance with their respective charters, any applicable law, and the applicable rules of
the Securities and Exchange Commission and the New York Stock Exchange. The Board
may also establish such other committees as it deems appropriate and delegate to such
committees any authority the Board deems appropriate, subject to the limitations of any
applicable law or Company Bylaws.
4.2 Committee Meetings and Agenda. The chairman of each Committee is
responsible for developing, together with relevant senior management, the Committee’s
agendas and objectives and for setting the specific agenda for Committee meetings. The
chairmen and Committee members will determine the frequency and length of
Committee meetings consistent with each Committee’s charter.
6
7. V. MISCELLANEOUS
5.1 Director Orientation And Continuing Education. The Board or the Company
will establish and maintain appropriate orientation programs for newly elected Directors
of the Company. The Board will participate in Director education programs as frequently
as it deems appropriate.
5.2 Review of Governance Guidelines. These Guidelines will be reviewed annually
by the Nominating & Governance Committee and may be amended by the Board from
time to time.
7
8. PULTE HOMES, INC.
STANDARDS OF INDEPENDENCE FOR THE BOARD OF DIRECTORS
The Board shall consist of a substantial majority of independent Directors. The Company
has established Director qualification standards to assist the Nominating and Governance
Committee in determining Director independence, which either meet or exceed the
independence requirements of the New York Stock Exchange (quot;NYSEquot;) corporate
governance listing standards. The Board will consider all relevant facts and
circumstances in making an independence determination.
To be considered quot;independentquot;, the Board must affirmatively determine that the Director
has no material relationship with the Company, directly or as an officer, shareholder or
partner of an organization that has a relationship with the Company. In each case, the
Board shall broadly consider all relevant facts and circumstances and shall apply the
standards set forth below.
A Director will be determined to be independent if the Director:
• Has not been an employee of the Company for at least three years;
• Has not, during the last three years, been employed as an executive officer by a
company for which an executive officer of the Company concurrently served as a
member of such company’s compensation committee;
• Has no immediate family members (i.e., spouse, parents, children, siblings,
mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law
and anyone (other than employees) who shares the Director’s home) who did not
satisfy the foregoing criteria during the last three years; provided, however, that
such Director’s immediate family member may have served as an employee but
not as an executive officer of the Company during such three-year period so long
as such immediate family member shall not have received, during any twelve-
month period within such three-year period, more than $120,000 in direct
compensation from the Company for such employment.
• Is not a current partner or employee of the Company's internal or external audit
firm, and the Director was not within the past three years a partner or employee of
such a firm who personally worked on the Company's internal or external audit
within that time.
• Has no immediate family member who (i) is a current partner of a firm that is the
Company's internal or external auditor, (ii) is a current employee of such a firm
and personally works on the Company’s internal or external audit or (iii) was
within the past three years a partner or employee of such a firm and personally
worked on the Company's audit within that time.
8
9. • Has not received, and has no immediate family member who has received, during
any twelve-month period within the last three years, more than $120,000 in direct
compensation from the Company (other than in his or her capacity as a member of
the Board of Directors);
• Is not a current employee, and has no immediate family member who is a current
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;
• Does not serve, and has no immediate family member who has served, during the
last three years as an executive officer or general partner of an entity that has
received an investment from the Company or any of its subsidiaries, unless such
investment is less than the greater of $1 million or 2% of such entity’s total
invested capital, whichever is greater, in any of the last three years; and
• Has not been, and has no immediate family member who has been, an executive
officer of a charitable or educational organization foundation for which the
Company contributed more than the greater of $1 million or 2% of such charitable
organizations’ consolidated gross revenues, in any of the last three years.
Audit Committee members may not have any direct or indirect financial relationship
whatsoever with the Company other than as Directors.
Annually, the Board will review all commercial and charitable relationships of Directors
to determine whether Directors meet the categorical standards described above. The
Board may determine that a director who has a relationship that exceeds the limits
described in the categories (to the extent that any such relationship would not constitute a
bar to independence under the NYSE listing standards) is nonetheless independent. The
Company would explain in the next proxy statement the basis for any Board
determination that a relationship is immaterial despite the fact that it does not meet the
categorical standards set forth above.
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