Governance

Integrity, honesty and transparency are fundamental to the way we operate. We employ strong governance practices and maintain robust business ethics and compliance programs to uphold trust and deliver value to stakeholders.
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Board of directors

Board highlights

40%

Diverse board representation

50%

65 years-old or younger

4.7

Years average tenure

Tenure and age as of March 23, 2023

Data Table

Attributes/ExperiencesAdairAlbrightBardenClarkGoodspeedGuimaresMizeRescoeStoffelStuewe
Senior Executive Leadershipxxxxxxxxxx
Other Public Company Board Servicexxxxxx
Financial/Accountingxxxxxxx
Strategy/Business Development/M&Axxxxxxxxxx
Risk Managementxxxxxxxxxx
Global/International Experiencexxxxxxxxx
Corporate Governancexxxxxxxxx
Sustainability and ESGxxxxxx
Technology/Cyberxxx

Committee charters

Audit committee

Audit Committee of the Board of Directors Charter (As amended and restated November 2018)


Purpose

The primary purpose of the Audit Committee (the “Committee”) for Darling Ingredients Inc. (the “Company”) is to act on behalf of the Board of Directors (the “Board”) in fulfilling its responsibility to oversee (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the qualifications and independence of the Company’s external auditor (the “independent auditor”); (iv) the performance of the Company’s internal audit function and independent auditors; and (v) Company processes for the management of business/financial risk and for compliance with applicable legal, ethical and regulatory requirements.

 

In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and has the authority to retain and discharge outside counsel, auditors or other advisors at the Company’s expense to carry out its responsibilities hereunder. The Committee shall have the sole authority
to negotiate and approve any such fees and expenses and terms of engagement. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, compensation to any advisers employed by the Committee pursuant to this charter and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall have sole authority to retain, compensate, direct, oversee and terminate the Company’s independent auditors and any counsel, other auditors and other advisers hired to assist the Committee, who shall be accountable ultimately to the Committee.

 

The Committee shall review the adequacy of this Charter and conduct a performance evaluation of the Committee’s effectiveness in discharging its responsibilities hereunder on an annual basis. Additionally, the Committee shall prepare an Audit Committee report, as required by the U.S. Securities and Exchange Commission (the “SEC”), to be included in the Company’s proxy statement.


Membership

The Committee shall be comprised of not less than three members of the Board, all of whom shall be independent within the meaning of applicable New York Stock Exchange (“NYSE”) rules, and the Committee’s composition will meet all other applicable requirements, including those of the NYSE and the SEC. In addition, at least one member shall meet the criteria for an “audit committee financial expert” set forth in regulations promulgated by the SEC.

 

Each member of the Committee shall serve on no more than three audit committees of public companies, unless the Board determines that such simultaneous service would not impair the ability of the member to effectively serve on the Committee. Any such determination by the Board shall be disclosed in the Company’s next annual proxy statement or, if the Company does not file an annual proxy statement, in the Company’s next Form 10-K.

 

The Board will elect the members of the Committee at the Board Meeting that is held immediately after the Annual Meeting of the Stockholders of the Company (“Annual Board Meeting”). Members shall continue to be members of the Committee until their successors as Committee members are elected and qualified or until their earlier death, incapacity, resignation or removal. Any member may be removed by the Board, with or without cause, at any time.

 

The Chairman of the Committee shall be appointed from among the Committee members by, and serve at the pleasure of, the Board. The Chairman shall preside at meetings of the Committee and shall have authority to convene meetings, set agendas for meetings, and determine the Committee’s information needs, except as otherwise provided by action of the Committee. In the absence of the Chairman, the Committee shall select a temporary substitute from among its members to serve as chair of the meeting.

A majority of the members of the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which a quorum is present shall constitute the action of the Committee. The Board may remove or replace a member of the Committee at any time without cause.


Meetings

The Committee shall meet at least on a quarterly basis, or more frequently as circumstances dictate. The Committee may ask members of management or others to attend meetings and to provide pertinent information as necessary. As part of its role to foster open communication, the Committee should meet at least annually with management and the independent auditors in separate executive sessions to discuss any matters that the Committee believes should be discussed privately. In addition, the Committee or at a minimum its Chair should meet with the independent auditors and management quarterly to review the Company’s financial statements. Meetings of the Committee may be held telephonically.


Key Responsibilities

The Committee’s job is one of oversight and it recognizes that the Company’s management is responsible for preparing the Company’s financial statements and that the independent auditors are responsible for auditing those financial statements. Additionally, the Committee recognizes that Company financial management, as well as the independent auditors, have more time, knowledge and detailed information regarding the Company’s financial affairs than do Committee members; consequently, in carrying out its oversight responsibilities, the Committee is not providing any special assurance as to the Company’s financial statements or any professional certification as to the independent auditor’s work.

 

The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.

 

- Consider and review with the independent auditors and management, in separate meetings to the extent appropriate or as required by applicable law or rules: (a) the adequacy of the Company’s disclosure controls and procedures and internal controls, including computerized information system disclosure controls and procedures or controls and security; (b) all significant deficiencies in the design or operation of the Company’s internal controls and systems of financial accounting and financial controls which could adversely affect the Company’s ability to record, process, summarize and accurately report financial data; (c) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and (d) the related findings and recommendations of the independent auditors together with management’s responses.

 

- Review and discuss with management and the independent auditors the accounting policies that may be viewed as critical, and review and discuss any significant changes in the accounting policies of the Company and any accounting and financial reporting proposals that may have a significant impact on the Company’s financial reports. Meet separately with the independent auditors without any management member present to discuss whether management’s choices of accounting principles are conservative, moderate, or aggressive from the perspective of income, asset, and liability recognition, and whether those principles are common practices or are minority practices.

 

- Review and discuss with management and the independent auditor (a) any material financial or non-financial arrangements of the Company  which do not appear on the financial statements of the Company and (b) any transactions or courses of dealing with parties related to the Company.

 

- Meet separately, periodically, with management, with internal auditors (or other personnel responsible for the internal audit function) and with independent auditors.

 

- Set clear hiring policies for employees or former employees of the independent auditors.

 

- Prior to releasing any financial statements or comparable information to the public or submitting financial statements, certifications regarding financial statements or internal controls, or related financial information to the SEC, including information discussing or analyzing the financial statements and financial information (such as Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K), (i) meet to review the financial statements and related financial information with management and the independent auditors, (ii) discuss with the independent auditors the matters required to be discussed by applicable accounting requirements, and (iii) to the extent that such discussions involve the Company’s Annual Report on Form 10-K to be filed with the SEC, make a recommendation to the Board regarding the inclusion of the audited financial statements.

 

- Discuss the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.

 

- Obtain and review annually, prior to the completion of the independent auditor’s annual audit of the Company’s year-end financial statements (the “Annual Audit”), a report from the independent auditor, describing (i) all critical accounting policies and practices to be reflected in the Annual Audit, (ii) all alternative treatments of financial information within generally accepted accounting principles for policies and procedures related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor, and (iii) other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences. Review any reports on such topics or similar topics prepared by management. Discuss with the independent auditor any material issues raised in such reports.

 

- Review and evaluate the lead audit partner of the independent auditor and assure the regular rotation of the lead audit partner, the concurring partner and other audit partners engaged in the Annual Audit, to the extent required by law.

 

- Review with management and the independent auditor (or separately with the independent auditor as appropriate) the results of annual audits and related comments and any reports of the independent auditor with respect to interim periods, in consultation with the other Board committees as deemed appropriate, including: (a) the independent auditor’s audit of annual financial statements, accompanying footnotes and its report thereon; (b) any significant changes required in the independent auditor’s audit plans; (c) any difficulties encountered during the course of the annual audit or the review with respect to interim periods, including any restrictions on the scope of the auditor’s activities or on access to requested information, and management’s response to any such difficulties; (d) any significant disagreements with management; (e) any significant adjustments, management judgments and accounting estimates; and (f) other matters related to the conduct of the audit or review, which are to be communicated to the Committee under Generally Accepted Auditing Standards.

 

- Inquire of management and the independent auditors about significant risks or exposures and assess the steps management has taken to minimize such risks. Oversee the Company’s policies with respect to risk assessment and risk management including the development and maintenance of an internal audit function to provide management and the Committee with ongoing assessments of the Company’s risk management processes and system(s) of internal control. In discharging this responsibility, the Committee may choose to outsource this function to a third-party service provider other than its independent auditor. The Committee shall, at least annually, obtain and review a report by the independent auditor describing: (i) the firm’s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (iii) all relationships between the independent auditor and the listed company. The Committee shall evaluate the auditor’s qualifications, performance and independence and present its conclusions with respect to the independent auditor to the full Board.

 

- Prepare any report from the Committee required to be included in the Company’s annual report or proxy statement.

 

- Discuss with the independent auditor the independent auditor’s judgment about the quality, not just the acceptability, of the accounting principles applied in the Company’s financial reporting.

 

- Discuss with internal audit and management their views as to the competence, performance and independence of the independent auditor.

 

- Review annually the effect of legal, regulatory and accounting initiatives on the Company’s financial statements.

 

- Review annually the effect of off-balance sheet arrangements, if any, on the Company’s financial statements.

 

- Report regularly to the Board, both with respect to the activities of the Committee generally and with respect to any issues that arise regarding the quality or integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the performance and independence of the independent auditor or the performance of the internal audit.

 

- Conduct an annual self-examination of the performance of the Committee, including its effectiveness in carrying out the Charter of the Committee.

 

The Committee must establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submissions by employees of concerns regarding “questionable” accounting or auditing matters. Such procedures will be communicated to employees in the Company’s Code of Conduct, which will be appropriately published to employees, including by posting on the Company’s website.

 

The Committee will have the direct responsibility for the appointment, compensation, retention and oversight of the Company’s public accounting firms engaged (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and any such accounting firm must report directly to the Committee.

 

The Committee shall:

 

- Request annually from the independent auditors a formal written statement delineating all relationships between the auditor and the Company consistent with Independence Standards Board Standard Number 1 (as such standard may be revised, replaced or supplemented);

 

- Discuss with the independent auditors any such disclosed relationships and their impact on the independent auditor’s independence; and

 

- Recommend that the Board take appropriate action to oversee the independence of the independent auditor.

 

Pre-Approved Audit and Non-Audit Services

 

Both audit and permitted non-audit services provided to the Company must be pre-approved by the Committee, subject to any applicable de-minimis exceptions. The Committee may delegate the authority to grant pre-approvals to one or more of its members. Decisions made by the delegate must be reviewed and approved by the full Committee during its regularly scheduled meetings. Approval of non-audit activities also must be disclosed to investors in the Company’s periodic reports.

 

Reporting to Shareholders

 

The Committee shall make available to shareholders a summary report on the scope of its activities. This may be identical to the report that appears in the Company’s annual report.

 

Compensation committee

Compensation Committee Charter (As amended and restated August 3, 2020)

 

This Compensation Committee Charter (this “Charter”) sets forth the purpose and membership requirements of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) and establishes the authority and responsibilities delegated to the Committee by the Board.

 

This Charter is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of Darling Ingredients Inc. (the “Company”). While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company's Certificate of Incorporation and Bylaws, it is not intended to establish by its own force any legally binding obligations. Except where expressly provided in plan documents or by applicable law, neither the Committee nor any member thereof shall act as a fiduciary with respect to any plans or programs, whether under the Employee Retirement Income Security Act of 1974, as amended, or otherwise.

 

Purpose

The purpose of the Committee is to discharge the responsibilities of the Board in (i) determining the appropriate compensation levels of all of the Company’s executive officers in light of the Company’s goals and objectives; (ii) evaluating executive officer and director compensation plans, policies and programs and exercising discretion in the administration of such plans, policies and programs; (iii) determining and approving executive officer compensation based on the foregoing evaluation; (iv) reporting to the Company’s Nominating and Corporate Governance Committee the results of the foregoing evaluation of director compensation plans, policies and programs; (v) reviewing equity and other benefit plans for executive officers and exercising discretion in the administration of such plans, as appropriate; and (vi) preparing the report of the Committee required by the rules of the Securities and Exchange Commission (“SEC”) to be included in the Company’s Annual Report on Form 10-K or proxy statement on Schedule 14A, or otherwise, as applicable.

 

Membership

The Committee will consist of at least three members of the Board. Each member of the Committee must be “independent” and satisfy the independence requirements in accordance with the rules of the SEC and as set forth in the regulations of the New York Stock Exchange (“NYSE”) or any other stock exchange or over-the-counter market on which the Company’s securities are listed or quoted for trading (the “Exchange”), and each member shall also satisfy any other requirements that are, in the determination of the Board, applicable to service on the Committee.

The Board will elect the members of the Committee at the Board Meeting that is held immediately after the Annual Meeting of the Stockholders of the Company (“Annual Board Meeting”). Members shall continue to be members of the Committee until their successors as Committee members are elected and qualified or until their earlier death, incapacity, resignation or removal. The Board may remove or replace a member of the Committee at any time with or without cause. The Chairperson of the Committee shall be appointed by the Board from among the Committee members and shall serve at the pleasure of the Board.

 

Meetings and Procedures

The Committee shall meet as often as is appropriate but not less than twice annually. The schedule of regular meetings for the Committee for each year shall be established by the Committee. The Chairperson of the Committee may call a special meeting at any time as he or she deems appropriate. Members of the Committee may meet telephonically.

 

A quorum shall consist of a majority of the Committee’s members. The act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee. The Committee may, by resolution approved by a majority of the Committee, form and delegate any of its responsibilities to a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee and such delegation is not otherwise inconsistent with law and the applicable rules and regulations of the SEC and the NYSE or other Exchange.

 

The Chairperson of the Committee shall preside at all Committee meetings. If the Chairperson is absent at a meeting, a majority of the Committee members present at a meeting shall appoint a different presiding officer for that meeting. The Chairperson of the Committee shall prepare an agenda for each meeting in consultation with Committee members and any appropriate member of the Company’s management or staff. Appropriate members of the Company’s management or staff shall assist the Chairperson with the preparation of any background materials necessary for any Committee meeting. The Committee shall have the sole authority to (i) retain, at the Company’s expense, oversee, terminate and determine the compensation and other retention terms of consultants it deems necessary to fulfill its responsibilities under this Charter, including compensation consultants, independent legal counsel and other advisors; and (ii) obtain advice and assistance on any matter addressed in this Charter from internal or external legal, accounting, or other advisors, at the expense of the Company. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other advisor retained by the Committee. The Company shall provide adequate resources to support the Committee’s activities, including the provision of appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other advisor retained by the Committee in accordance with the terms agreed to by the Committee.

 

Prior to selecting any compensation consultant, legal counsel or other advisor to the Committee, the Committee shall take into consideration all factors relevant to that person's independence from the Company’s management required to be considered by the rules of the SEC and the NYSE or other Exchange.

 

The Committee may invite to its meetings any director, management member or such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

 

The Committee shall report to the Board following each meeting, which reports shall include any recommendations the Committee deems appropriate and any other matters that are relevant to the fulfillment of the Committee’s responsibilities. The report to the Board may be an oral report and may be made at any meeting of the Board. Minutes of each meeting of the Committee shall be kept to document the discharge by the Committee of its responsibilities, a copy of such minutes shall be retained with the minutes of the meetings of the Board, and a copy shall be provided to the members of the Board.

 

Duties and Responsibilities

The Committee’s primary responsibilities are set forth below. The Committee shall also carry out any other responsibilities assigned to it by the Board from time to time. As used in this Section 4, the term “Company” shall include the Company and its controlled affiliates, as appropriate.

 

(i) Determine and approve the compensation level of the chief executive officer.

 

(ii) Review and approve corporate goals and objectives relevant to the compensation of the Company’s executive officers, including annual performance objectives and bonus opportunity levels, and administer executive compensation programs, including determining whether objectives have been obtained.

 

(iii) Evaluate at least annually the performance of the Company’s chief executive officer and other executive officers in light of the approved goals and objectives, and determine the compensation levels for the Company’s executive officers based on this evaluation, taking into account all forms of compensation, including retirement and postretirement benefits and fringe benefits.

 

(iv) In determining the long-term incentive component of the chief executive officer’s compensation, the Committee will consider the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the chief executive officer in past years.

 

(v) Review and recommend to the Board for approval new executive compensation programs.

 

(vi) Examine from time to time the overall compensation program for directors, including an evaluation of the status of Board compensation in relation to comparable U.S. companies (in terms of size, business sector, etc.), and report its findings to the Nominating and Corporate Governance Committee.

 

(vii) Review the Company’s incentive compensation, equity-based and other compensation plans and perquisites on a periodic basis to determine whether they are properly coordinated and achieving their intended purpose(s); approve any appropriate modifications; review and approve all grants of awards pursuant to such plans, including, without limitation, the award of shares or share options, units or restricted shares pursuant to such plans; and administer all such plans (unless otherwise expressly provided in the plan), exercising the full authority of the Board, with such assistance from employees of the Company and advisors as the Committee determines to be appropriate or desirable.

 

(viii) Administer and monitor compliance by executives with the rules and guidelines of the Company’s equity-based plans.

 

(ix) Determine stock ownership and retention guidelines for the Company’s directors and executive officers and monitor compliance with such guidelines.

 

(x) Draft and discuss the Company’s Compensation Discussion and Analysis disclosure required by SEC regulations and determine whether to recommend to the Board that it be included in the Company’s Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C, as applicable.

 

(xi) Prepare the report of the Committee required to be included in the Company’s Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C, as applicable, in accordance with applicable rules and regulations of the SEC, each Exchange and any other applicable regulatory bodies.

 

(xii) Annually evaluate the performance of the Committee and the appropriateness of this Charter.

 

The Committee may assume additional duties or responsibilities, carry out additional functions or adopt additional policies and procedures as may be appropriate to carry out its purposes or in light of changing business, legislative, regulatory, legal or other conditions. 

Environmental, Social and Governance (ESG) committee

Environmental, Social and Governance Committee Charter (as approved November 9, 2021)


This charter sets forth the purpose and membership requirements of the Environmental, Social and Governance (“ESG”) Committee (the “Committee”) of the Board of Directors (the “Board”)
of Darling Ingredients Inc. (the “Company”) and establishes the authority and responsibilities delegated to the Committee by the Board.


Purpose

 The purpose of the Committee is to assist the Board in overseeing the Company’s ESG related matters, including the Company’s policies and programs and related risks concerning certain environmental, health, safety, corporate social responsibility, sustainability, and other public policy matters relevant to the Company, as well as public issues of significance to the Company and its stakeholders that may affect the Company’s business, strategy, operations, performance or reputation.


Membership

 The Committee will consist of at least three members of the Board. Each member of the Committee must be “independent” and satisfy the independence requirements in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and as set forth in the regulations of the New York Stock Exchange (“NYSE”) or any other stock exchange or overthe-counter market on which the Company’s securities are listed or quoted for trading (the “Exchange”), and each member shall also satisfy any other requirements that are, in the determination of the Board, applicable to service on the Committee.


The Board will elect the members of the Committee at the Board Meeting that is held immediately after the Annual Meeting of the Stockholders of the Company. Members shall continue to be members of the Committee until their successors as Committee members are elected and qualified or until their earlier death, incapacity, resignation or removal. The Board may remove or replace a member of the Committee at any time with or without cause. The Chairperson of the Committee shall be appointed by the Board from among the Committee members and shall serve at the pleasure of the Board.


Duties and Responsibilities

 In addition to the purposes set forth above, the Committee’s primary responsibilities shall be to:


• Assist in the Board’s oversight of risks relating to matters overseen by the Committee.

• Review and discuss the Company’s ESG/sustainability initiatives and goals and the Company’s progress toward achieving those goals. The Committee will receive regular updates on the progress of the Company’s core sustainability initiatives.

• Review the Company’s workplace safety, environmental and health policies and performance, including activities designed to assure compliance with applicable laws and regulations.

• Review the Company’s public policy agenda and its position on significant public policy matters, including political contributions and lobbying activities. This review will occur at least annually.

• Annually review charitable contributions made by the Company.

• Annually evaluate the performance of the Committee and the appropriateness of this Charter.

• Undertake such other responsibilities or tasks as the Board may delegate or assign to the Committee from time to time.


General

 The Committee shall meet as often as is appropriate but not less than twice annually. The schedule of regular meetings for the Committee for each year shall be established by the Committee. The Chairperson of the Committee may call a special meeting at any time as he or she deems appropriate. Members of the Committee may meet telephonically.

A quorum shall consist of a majority of the Committee’s members. The act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee. The Committee may, by resolution approved by a majority of the Committee, form and delegate any of its responsibilities to a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee and such delegation is not otherwise inconsistent with law and the applicable rules and regulations of the SEC and the NYSE or other Exchange.


The Committee shall have authority to retain such outside counsel, experts and other advisors, as the Committee may deem appropriate in its sole discretion and shall have the sole authority to approve related fees and other retention terms. The Committee shall be provided with appropriate funding, as determined by the Committee, for payment of compensation to such outside counsel, experts and other advisors.


Minutes shall be kept of each meeting of the Committee, and the Committee shall provide reports of its actions to the Board as appropriate.

Nominating committee

Nominating and Corporate Governance Committee Charter (As amended and restated December 14, 2017)


This Nominating and Corporate Governance Committee Charter (the “Charter”) sets forth the purpose and membership requirements of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) for Darling Ingredients Inc. (the “Company”) and establishes the authority and responsibilities delegated to the Committee by the Board.


Purpose

 The purpose of the Committee is to:

(i) Identify individuals qualified to serve as Directors and recommend to the Board such Director nominees, consistent with the criteria approved by the Board;

(ii) Recommend to the Board the number and nature of standing and special committees to be created by the Board;

(iii) Recommend to the Board the members and chairperson for each Board committee;

(iv) Develop, recommend, and periodically review and assess the Company’s Corporate Governance Guidelines, the Company’s Code of Conduct, and other corporate governance matters; and

(v) Conduct a performance evaluation of the Committee and make recommendations for changes or other actions to the Board.


Membership

 The Committee will consist of at least three Directors. Each member of the Committee must be independent and satisfy the independence requirements set forth in the applicable listing standards of the New York Stock Exchange (“NYSE”) or other exchange on which the Company’s securities are listed.

The Board will elect the members of the Committee at the Board Meeting that is held immediately after the Annual Meeting of the Stockholders of the Company (“Annual Board Meeting”). Members shall continue to be members of the Committee until their successors as Committee members are elected and qualified or until their earlier death, incapacity, resignation or removal. Any member may be removed by the Board, with or without cause, at any time. The Chairperson of the Committee shall be appointed from among the Committee members by, and serve at the pleasure of, the Board.


Meetings and Procedures

 The Committee shall meet as often as is appropriate but not less than twice annually. The schedule of regular meetings for the Committee for each year shall be established by the Committee. The Chairperson of the Committee may call a special meeting at any time as he or she deems appropriate.

A quorum shall consist of a majority of the Committee’s members. The act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee, except that nominations for Directors that are submitted to the Board shall be approved by the vote of two-thirds of the standing members of the Committee.


The Chairperson of the Committee shall preside at all Committee meetings. If the Chairperson is absent at a meeting, a majority of the Committee members present at a meeting shall appoint a different presiding officer for that meeting. The Chairperson of the Committee shall prepare an agenda for each meeting in consultation with Committee members and any appropriate member of the Company’s management or staff. Appropriate members of the Company’s management or staff shall assist the Chairperson with the preparation of any background materials necessary for any Committee meeting. Meetings of the Committee may be held telephonically.


The Committee shall have the authority to (i) delegate authority and responsibilities to sub-committees as it deems necessary and appropriate, provided that no sub-committees shall consist of less than two members; (ii) retain, at the Company’s expense, and determine the compensation and other retention terms of consultants or search firms it deems necessary to fulfill its responsibilities under this Charter; and (iii) obtain advice and assistance on any matter addressed in this Charter from internal or external legal, accounting, or other advisors, at the expense of the Company.

The Committee may invite to its meetings any director, management member or such other persons as it deems appropriate in order to carry out its responsibilities. In the event that the Company elects to retain the services of a professional search firm to locate qualified director candidates, the Committee will have sole authority to retain and terminate any professional search firm used to identify director candidates, including sole authority to approve the search firm’s fees and other key retention terms.


Minutes of each meeting of the Committee shall be kept to document the discharge by the Committee of its responsibilities; a copy of such minutes shall be retained with the minutes of the meetings of the Board, and a copy shall be provided to the members of the Board.


Duties and Responsibilities

 To fulfill its purposes, the Committee’s primary responsibilities are set forth below. The Committee shall also carry out any other responsibilities assigned to it by the Board from time to time.


a. With respect to membership of the Board, the Committee shall:


(i) Annually reevaluate and recommend to the Board the standards and criteria for membership, and the process of selection, of new and continuing Directors for the Board. This will involve determination and articulation of the portfolio of skills, experience, perspective and background required for the effective functioning of the Board. The criteria will include, among other things, a prospective director’s character, integrity, business, professional and personal background, skills, current employment, service on other boards and ability to commit sufficient time and attention to the activities of the Board. The Committee will consider these criteria, among others, in the context of an assessment of the perceived needs and appropriate balance of the Board as a whole.

(ii) Actively seek, recruit, screen, and interview individuals qualified to become members of the Board.

(iii) Communicate to shareholders of the Company a procedure allowing shareholders to suggest to the Committee possible nominees for the Board, and consider whether to recommend such individuals to the Board as nominees.

(iv) Evaluate the qualifications and performance of incumbent Directors and determine whether to recommend them for reelection to the Board.

(v) Recommend to the Board the nominees (whether new or continuing directors) for election to the Board or to fill any vacancies on the Board, subject to any contractual or other commitments of the Company with respect to the election of directors.

(vi) Recommend to the Board the nominees for each of the committees to the Board or to fill any vacancies on a committee, including the chairperson of each such committee.

(vii) Periodically review the size of the Board and recommend to the Board any appropriate changes.

(viii) Review the findings of the Company’s Compensation Committee with respect to the Compensation Committee’s evaluation of the status of Board compensation and report these findings to the Board, along with its recommendation of general principles to be used in determining the form and amount of director compensation. It is recognized that such principles
will of necessity change from time to time and must be determined in the context of attracting the most qualified individuals to serve on the Board and of the size, complexity and business strategy of the Company at such time.

(ix) Monitor the orientation, with Company management, and continuing education needs of Directors and recommend action to the Board, individual Directors and management where appropriate.

(x) Determine the effect of a Director’s change in circumstances and, if appropriate, recommend to the Board whether to solicit or accept a tendered resignation from such Director.

(xi) Recommend to the Board removal of a Director, if appropriate.


b. With respect to Corporate Governance:


(i) Develop, annually review and assess the adequacy of the Company’s Corporate Governance Guidelines and the Company’s Code of Conduct and recommend any changes to the Board.

(ii) Periodically review corporate governance matters generally and recommend action to the Board where appropriate.

(iii) Review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

(iv) Monitor the quality, sufficiency and currency of information furnished by management to the Directors in connection with Board and committee meetings and other activities of the Directors.

(v) Review and address potential conflicts of interest of Directors and executive officers of the Company.

(vi) Report regularly to the Board on the activities of the Committee.

(vii) Annually conduct a review and make a self-assessment of the Committee’s performance and report the results of such self-assessment to the Board.

(viii) Develop criteria for and oversee the Board in its annual self-evaluation and evaluation of its committees.

(ix) Oversee the annual evaluation of management of the Company, including oversight of the evaluation of the Chief Executive Officer by the Compensation Committee.

Governance documents

Amended and restated bylaws

Code of conduct

As a global industry leader, it is vital that our business practices and individual conduct are open and honest, and this is reflected in our three core values: integrity, transparency and entrepreneurship. These values are the foundation of everything we stand for and form the basis of our Code of Conduct.

Corporate governance guidelines