2017 Annual Meeting of Shareholders


Corporate Governance Highlights and Changes

Feature Detail Further Information
(page)
Board independence
  • 11 directors, 8 independent directors
19
  • Strong Lead Independent Director, newly created role in 2016
6, 19
  • Independent Audit, Compensation, and Nominating and Corporate Governance Committees
21
  • Regular meetings of Independent Directors
21
Board effectiveness
  • Board evolution
11
  • Annual Board and Committee evaluation process
20
  • Board orientation and education program
20
Shareholder rights
  • Shareholder questions and concerns are communicated to and considered by the Board
10
  • Annual “Say-on-Pay” vote
31
  • No shareholder rights plan or “poison pill”
19
  • Shareholder ability to call special meetings
20
Corporate governance practices
  • Majority voting standard in Director elections
14
  • Anti-hedging and anti-pledging policies applicable to all officers and Directors
31, 39
  • Claw-back policy applicable to all officers
31, 39
  • Stock ownership and retention guidelines for Directors and officers
18, 39
  • Active Board participation in management succession planning
23