Corporate governance
Corporate Governance
The Board of Directors oversees management on behalf of shareholders. This section sets out who serves, how the Board is organised into committees, and the policies under which it operates.
- Directors
- 10
- Independent directors
- 9 of 10
- Under NYSE listing standards
- Standing committees
- 4
- Executive officers
- 9
Governance practices
Independent Board leadership
The roles of Chair and Chief Executive Officer are separate, and the Chair is an independent director.
Annual election of directors
All directors stand for election every year; the Board is not classified.
Majority voting
Directors are elected by majority vote in uncontested elections, with a resignation policy for any nominee who does not receive one.
Fully independent committees
Every member of the Audit, Compensation and Nominating committees is independent.
Executive sessions
Independent directors meet in executive session, without management present, at every regularly scheduled Board meeting.
Share ownership guidelines
Directors and executive officers are subject to share ownership requirements, and hedging and pledging of Company shares is prohibited.
Annual say-on-pay
Shareholders cast an advisory vote on executive compensation each year.
Shareholder engagement
Management and, where appropriate, independent directors meet with shareholders through the year and report back to the Board.
Committee chairs
Audit Committee
Chair: Beatrix Vandermolen
4 members
Compensation and Human Capital Committee
Chair: Hollis Trang
4 members
Nominating and Corporate Governance Committee
Chair: Gwendolyn Aparicio
4 members
Safety, Health and Environment Committee
Chair: Nathaniel Okonkwo
5 members
The Company is incorporated in Delaware and its shares are listed on the NYSE. Its independent registered public accounting firm is Ernst & Young LLP, Philadelphia, Pennsylvania. Governance documents are reviewed annually by the Nominating and Corporate Governance Committee.