...AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors on April 2, 2012 I. Purpose of Guidelines These corporate governance guidelines are intended to set a proper “tone at the top,” by promoting good corporate citizenship and responsible business practices, and to establish a common set of expectations to assist the Directors in performing their duties in accordance with applicable requirements, and thereby build long-term value for the Company’s shareholders. These guidelines represent the policy of the Company, as adopted by the Board of Directors. The Board will review and, if appropriate, amend these guidelines from time to time. II. Responsibilities of the Board of Directors The Board of Directors is elected by shareholders to oversee management and protect shareholders’ long-term interests in the Company. Basic responsibilities The Directors’ most basic responsibility is to exercise their business judgment to act in a manner that they reasonably believe is in the best interest of the Company and its shareholders, and, in discharging this obligation, may rely on members of the Company’s management and on the Company’s outside advisors and auditors. Directors must fulfill their responsibilities consistent with their fiduciary duties to the Company’s shareholders and in compliance with all applicable laws and regulations. Each Director must also comply with all of the Company’s policies, including its Code of Business Conduct and Ethics and...
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...It is widely accepted that the presence of independent directors in the boardroom improves the quality of corporate governance. Accordingly, corporate governance mechanisms all over the globe, including in India, focus on 'independent directors'. The Companies Bill 2011 includes number of new provisions related to independent directors. It includes a 'Code For Independent Directors' (Schedule IV). According to the Bill an independent director is a director other than a managing director or a whole-time director or a nominee director, who is not a promoter and who fulfils certain conditions specified in the Bill. Primarily he/she does not have any pecuniary relationship with the company or he/she, with relatives, does not hold more than two percent of the voting power of the company. The Bill describes an independent director as a person of integrity, who possesses relevant expertise and experience. The government expects independent directors to bring an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct; and to bring an objective view in the evaluation of the performance of board and management. As per the Companies Bill, their responsibility is to safeguard the interest of stakeholders, particularly minority shareholders and to balance conflicting interests of stakeholders. Balancing the conflicting interest is a tricky job and most experts believe that...
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...Corporate Governance Guidelines The Board of Directors (the “Board”) of Apple Inc. (the “Corporation”) has adopted these governance guidelines. The guidelines, in conjunction with the Corporation’s articles of incorporation, bylaws, and the charters of the committees of the Board, form the framework of governance of the Corporation. The governance structure of the Corporation is designed to be a working structure for principled actions, effective decision-making and appropriate monitoring of both compliance and performance. I. The Role of the Board of Directors The Board oversees the Chief Executive Officer (the “CEO”) and other senior management in the competent and ethical operation of the Corporation on a day-to-day basis and assures that the longterm interests of the shareholders are being served. To satisfy its duties, directors are expected to take a proactive, focused approach to their position, and set standards to ensure that the Corporation is committed to business success through the maintenance of high standards of responsibility and ethics. II. Director Qualifications The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board. The Nominating and Corporate Governance Committee will consider the individual’s background, skills and abilities, and whether such characteristics qualify the individual...
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... Role and Composition of the Board of Directors 1. General. The Board of Directors, which is elected by the shareholders, is the ultimate decision-making body of the Company, except with respect to those matters reserved to the shareholders. It selects the Chief Executive Officer and other members of the senior management team, which is charged with the conduct of the Company’s business. Having selected the senior management team, the Board acts as an advisor and counselor to senior management and ultimately monitors its performance. The function of the Board to monitor the performance of senior management is facilitated by the presence of non-employee Directors of stature who have substantive knowledge of the Company’s business. 2. Succession Planning. The Board also plans for succession to the position of Chief Executive Officer as well as certain other senior management positions. To assist the Board, the Chief Executive Officer annually provides the Board with an assessment of senior managers and their potential to succeed him or her. He or she also provides the Board with an assessment of persons considered potential successors to certain senior management positions. 3. Board Leadership. The independent Directors will annually elect a Chairman of the Board, who may or may not be the Chief Executive Officer of the Company, based on the recommendation of the Corporate Governance Committee as a result of its annual review of the Company’s Board leadership structure. If the individual...
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...Governance Guidelines The Board of Directors has adopted these Guidelines to further its longstanding goal of providing effective governance of the Company's business and affairs for the long-term benefit of the Company's stockholders. These Guidelines are reviewed periodically and revised as appropriate to ensure the effective functioning of the Board of Directors and high quality corporate governance. Board Responsibilities 1. Basic Responsibilities of Board Members. The fundamental responsibility of members of the Company's Board of Directors is to promote the best interests of the Company and its stockholders by overseeing the management of the Company's business and affairs. In doing so, Board members have two basic legal obligations to the Company and its stockholders: (a) the duty of care, which generally requires that Board members exercise appropriate diligence in making decisions and in overseeing management of the Company, and (b) the duty of loyalty, which generally requires that Board members make decisions based on the best interests of the Company and its stockholders and without regard to any personal interest. 2. Conflicts of Interest and Related Person Transactions; Corporate Opportunities. Procedures for the review and preapproval of related person transactions are set forth in the policy attached hereto as Appendix A. If a Board member develops an actual or potential conflict of interest with the Company that is not covered by the attached policy, he or...
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...1030771 Boards of Directors’ Composition and Financial Performance: The Columbia Sportswear Case Aikaterini Dimitriou 1030771 Contents I. Introduction ...................................................................................................................................... 2 II. Theoretical Background ................................................................................................................ 2 A. Board composition; .................................................................................................................... 3 B. Board size. ..................................................................................................................................... 3 C. Outsiders' representation. ....................................................................................................... 3 D. Minority Representation. .......................................................................................................... 4 E. Summary ........................................................................................................................................ 5 III. The Case: Columbia Sportswear Company .......................................................................... 5 A. About the company .................................................................................................................... 5 B. Columbia’s Board Of Directors...
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...Understanding the Behavior of Nonprofit Boards of Directors: A Theory-Based Approach What are Nonprofit Boards of Directors? When thinking about Nonprofit Board of Directors, you tend to think of a group of people sitting on a panel telling the owner of a company what’s best for their company. However, there are different behaviors being displayed amongst Nonprofit Board of Directors and according to (Miller-Millesen, 2003) agency theory, resource dependence theory, and institutional theory are ways to predict and understand board of behavior. Define the Functional Responsibilities of the Board of Directors According to (Miller-Millesen, 2003), policy formation, strategic planning, program monitoring, financial planning and control, resource procurement, board development, and dispute resolution are the seven best practices for an board of directors to be effective. “Directors have two fundamental fiduciary duties, the duty of care and the duty of loyalty.” (Responsibilities As A Director On A Board, 2012) Nonprofit Board of Directors may have all the right intentions to fulfill their duties, but may fall astray upon circumstances. We all have heard the saying “any means necessary” well Nonprofit Board of Directors maybe put in a position to do just that act in way they should not act. “Following the law may seem a simple charge, but ensuring that the organization does not drift from its mission may require greater vigilance, especially...
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...CMS_LawTax_CMYK_28-100.eps Duties & Responsibilities of Directors September 2012 With increased consolidation of business across Europe, executives of multinational groups can find that they are required to become directors of companies in a variety of jurisdictions, often at short notice. The rules relating to directorships vary considerably from jurisdiction to jurisdiction. This guide is intended to provide an overview of the duties and responsibilities of directors across 23 countries in Europe, answering the most frequently asked questions for directors coming from another jurisdiction. In many jurisdictions, there are various forms of company available, and there are different rules for directors according to the type of company used. This guide focuses for each jurisdiction on the most common form of company, and on the rules which apply to executive / managing directors. CMS is the organisation of independent European law and tax firms of choice for organisations based in, or looking to move into, Europe. CMS provides a deep local understanding of legal, tax and business issues and delivers client-focused services through a joint strategy executed locally across 28 countries with 52 offices in Western and Central Europe and beyond. CMS was established in 1999 and today comprises ten CMS firms, employing over 2,800 fee earners and is headquartered in Frankfurt, Germany. This guide is intended only to provide a general overview of the matters covered. It is based...
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...Board composition and selection: independent Directors 1. Board Size: The board believes 8 to 10 is an appropriate size based on the company‟s present circumstances. The board periodically evaluates whether a larger or smaller slate of directors would be preferable 2. Selection of Board members: All members are elected annually by the company‟s shareholders, except as noted below with respect to vacancies. The board may fill vacancies in existing or new directors‟ positions. 3) Board membership criteria: The governance and nominating committee works with the board on the annual basis to determine the appropriate characteristics, skills and experience for the board as a whole and its individual board members, the board takes into accounts many factor including general understanding of marketing, finance and other discipline relevant to the success of a large publicity – traded company in today‟s business environment; understanding of Microsoft‟s business on a technical level. 4) Board Composition: Mix of management and independent directors. The board believes that, except during periods of temporary vacancies, a majority of its directors must be independents. 5) Term Limits: Director who have served on the board for an extended period of time are able to provide valuable insight into the operation and future of the company based on their experience with an understanding of the company‟s history, policies and objectives. 6) Retirement Policy: The board believes...
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...effectively and why board diversity has become increasingly necessary in order to add more value to the firm. The board’s composition is likely to impact how the board functions, how it makes its investment and financial decisions and how authority and influence are allocated and manifested within the board.[1] Each organisation has its own regulations and guidelines for the formation, roles and compensation of the management board as there is “no one size fits all” rule, they are largely governed by governmental regulations and other international regulatory bodies such as the Organization for Economic Co-operation and Development (OECD) and the International Finance Corporation (IFC). Some positive relationships have been explored between the number of women, director ages, nationalities and other minorities on the board and the overall value of the firm. Being a household products and pharmaceutical company it is imperative for HouseDreams to incorporate measures to include more women on its board of directors thereby making it more diverse. This is because of the fact that women are the prime household decision makers and have a better understanding on the company’s target consumer. Boards with no or limited female membership may be weak in terms of understanding and connecting with the customer and workforce and offer limited encouragement to female employees. Based on research, analysis and examples, this memorandum supports the argument that a diversified board structure and...
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...ARTICLE IN PRESS Journal of Financial Economics 73 (2004) 497–524 Who is in whose pocket? Director compensation, board independence, and barriers to effective monitoring$ Harley E. Ryan Jr.a,*, Roy A. Wiggins IIIb a Department of Finance, E. J. Ourso College of Business Administration, Louisiana State University, Baton Rouge, LA 70803, USA b Department of Finance, Bentley College, Waltham, MA 02452, USA Received 8 October 2003; accepted 18 November 2003 Available online 9 June 2004 Abstract We use a bargaining framework to examine empirically the relations between director compensation and board-of-director independence. Our evidence suggests that independent directors have a bargaining advantage over the CEO that results in compensation more closely aligned with shareholders’ objectives. Firms with more outsiders on their boards award directors more equity-based compensation. When the CEO’s power over the board increases, compensation provides weaker incentives to monitor. Firms with more inside directors and with entrenched CEOs use less equity-based pay. Furthermore, firms with entrenched CEOs and CEOs who also chair the board are less likely to replace cash pay with equity. r 2004 Elsevier B.V. All rights reserved. JEL classification: G30; G34; G38 Keywords: Board of Directors; Compensation; Bargaining power; Agency theory; Regulation $ We thank Tom Arnold, George Baker, Lucian Bebchuk, Alex Butler, Sudip Datta, Mai IskandarDatta, Melissa Frye, Stuart Gillan...
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...below Board Composition and review: There was imbalance of independent and non independent directors in the board. Craig Norgate, who was the Chairman of PGG Wrightson failed to promote cooperation and efficiency amongst the board members, and was unsuccessful in trying to maintaining good relationship between the management and the board. The Chairman of NZFSU and PGWW failed to comply with the rules of Corporate Governance that, there should be a mix of balance and skills according to the size and complexity of firms, and in this case study, there were fewer independent directors and the need of them were felt by NZFSU, when the company’s current directors were unable to cope up with the failure of the company The board need to achieve the right mix, and should choose directors who have the required skills and knowledge and can contribute to achieve the goal of the company and provide more benefits to the shareholders. There should be a rigorous process for nomination and selection procedure of a director. The Chairman of Boards of PGG Wrightson and NZFSU, were accused in not disclosing the complete biography and details of the directors who were nominated in the elections for the directors. John Parker and Graeme Wong who were re elected as directors had a strong supporting from the board, even though their past performance as directors was quite poor. The notice of the meeting should mention the details such as qualification and skills of each and every director...
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...regulation and who gives rights to shareholders, stakeholders, suppliers, customers, community and also minority shareholders. In this exact topic there is little literature available throughout the world but in Pakistan is one and two literature available there are not many study available on the impact of corporate governance on intellectual capital performance.(Keenan, aggestam) The success of organization is corporate governance. Corporate governance is very important for any organization who wants to become successful in the future. There is no specific governance throughout the world any country has their own corporate governance (Rouf 2011) Corporate governance give a huge improvement in the organization and improve their performance and also the corporate governance protect the shareholder, stakeholders etc. The corporate governance protect all the minority share holder and maximizing their equity as well. Corporate governance also encourage that any organization who has strong corporate governance the can affect the performance of the firms (Wu, 2004, Aguilera,...
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...Caltex / 2014 Annual REPORT Corporate Governance Statement The Board is committed to conducting the business and operations of Caltex Australia Limited and its group companies (Caltex) in accordance with high standards of corporate governance, and in the best interests of our shareholders. The Corporate Governance Statement provides information about the Caltex Group’s corporate governance practices for 2014, including compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations for the year ended 31 December 2014 and as at the date of this Annual Report. A graphical representation of Caltex’s Corporate Governance Framework (CG Framework) is set out below. Delegation MD & CEO Board Independent Advice • Independent legal or other professional advice Audit Committee • Audit Committee Charter OHS & Environmental Risk Committee • OHS & Environmental Risk Charter Oversight through reporting • External auditors External Auditor Policy • Internal Audit • Board Charter • Board Tenure Policy • Board Composition, Appointment, Induction & Election • Charter of Director Independence • Delegation of Authority • Performance Evaluation Process • Policy for Transactions with Chevron • Risk Management Summary • Continuous Disclosure Policy • Securities Trading Policy • Shareholder Communications Policy • Code of Conduct • Diversity and Inclusion Policy Human Resources Committee • Human Resources...
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...processes by which a board of directors ensures accountability, fairness, and transparency in a company's relationship with its all stakeholders (financiers, customers, management, employees, government, and the community). The corporate governance framework consists of explicit and implicit contracts between the company and the stakeholders for distribution of responsibilities, rights, and rewards, procedures for reconciling the sometimes conflicting interests of stakeholders in accordance with their duties, privileges, and roles, and procedures for proper supervision, control, and information-flows to serve as a system of checks-and-balances. The field of corporate governance is at a crossroads. Our knowledge of what we know about the efficacy of corporate governance mechanisms is rivalled by what we do not know. Good corporate governance helps to prevent corporate scandals, fraud, and potential civil and criminal liability of the organization. It is also good business. A good corporate governance image enhances the reputation of the organization and makes it more attractive to customers, investors, suppliers and in the case of non-profit organization contributors. The best practices of corporate governance are in the structure of the board of directors, the operation of the board of directors and the other corporate governance practices. When it comes to the structure of the board of directors, the best practice includes selecting completely independent directors and these directors...
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