Corporate Governance - Guidelines
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|Corporate Governance Principles|
As of: February 2011
Corporate Governance Principles
The following corporate governance principles have been adopted by the Board of Directors (the “Board”) of ACCO Brands Corporation (the “Company”) to assist it in the exercise of its responsibility to oversee the performance of the Company’s management for the benefit of its stockholders and the maximization of stockholder value. These principles, along with the charters of the Board’s committees and other key policies and practices of the Board, are intended to provide a framework for the governance of the Company. This framework is intended to be flexible and is not a set of legally binding obligations.
Corporate Governance Principles - Table of Contents
The Board believes that an appropriate size for the board is between nine and thirteen members. Special considerations may lead the Nominating and Corporate Governance Committee to recommend, and the Board to approve, a Board size outside of this range.
Independent directors (as defined below) shall comprise a majority of the Company’s directors at all times. If the resignation of an incumbent independent director would result in the number of independent directors falling below a majority, the Corporate Governance and Nominating Committee shall nominate, and the Board shall appoint, a replacement independent director as soon as practicable.
A director shall be considered independent only if the Board of Directors affirmatively determines, after considering all relevant facts and circumstances, that the director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company.
Under no circumstances shall a director be considered independent if:
The Corporate Governance and Nominating Committee is responsible for developing and reviewing with the Board the appropriate qualifications required of Board members. Generally, the Corporate Governance and Nominating Committee considers issues of judgment, diversity, background, experience, stature, public service, absence of conflicts of interests, integrity, ethics, commitment to the goal of maximizing stockholder value, ownership of Company stock and the evolving needs of the Board and the Company. Directors and nominees for directors should have a reputation for honesty and adherence to high ethical standards. They should possess a considerable amount of business management and educational experience and have the ability to exercise sound judgment. They should be willing to devote sufficient time to the affairs of the Company and should show a commitment of service to Company and the Board. With respect to the nomination of continuing directors for re-election, the individual’s past contributions to the Board are also considered.
In identifying and evaluating candidates for nomination or re-nomination to the Board, the Committee may take into account the evolving needs of the Board and the Company that require particular areas of expertise or experience that should be represented on the Board in light of the Company’s business, operations, strategy and plans.
The Board does not believe that term limits on a director’s service are appropriate, as they could force the loss of a director whose continuity on the Board and institutional insight provide unique value to the Board in exercising its responsibilities. The Board’s annual evaluation and performance review process will play a key role in determining continued tenure on the Board by helping to identify directors who are no longer interested or effective.
Directors must retire from the Board at the Annual Meeting of Stockholders following the attainment of their 74th birthday. Employee directors are expected to resign from the Board upon termination of their employment (other than as a result of their retirement) effective immediately upon such termination.
If a non-employee director’s principal occupation or job responsibilities change (or are expected to change) significantly, such director shall immediately notify the Chairman or the Presiding Independent Director. The Board, with the assistance of the Corporate Governance and Nominating Committee, shall then review the continued appropriateness of such director’s membership in light of his or her changed circumstances and, if requested by the Board, such director should volunteer to resign from the Board.
If a non-employee director is considering employment with a competitor of the Company, or has been asked to serve or is considering service on the board of directors of a competitor of the Company, such director shall immediately notify the Chairman or the Presiding Independent Director. In the event that a non-employee director agrees to become employed by or serve on the board of directors of a competitor of the Company, such director shall immediately submit a resignation to the Board, which resignation shall be accepted by the Board.
The Corporate Governance and Nominating Committee selects director candidates on the basis of how well the candidates meet the qualifications set forth herein and any additional qualifications developed by the Committee and the contributions the candidates can make in providing advice and guidance to the Board and management of the Company. The Corporate Governance and Nominating Committee shall recommend to the Board of Directors candidates for election to serve for a full term as directors, and the Board of Directors shall nominate directors for election by the Company’s stockholders. If there is a vacancy in a director position, the Corporate Governance and Nominating Committee shall make recommendations to the Board of Directors for the appointment of a director to serve the remaining term.
The Corporate Governance and Nominating Committee will consider director candidates recommended by stockholders if properly submitted to the Corporate Governance and Nominating Committee. The Company’s proxy statement for each year’s annual meeting will contain information on the procedures and requirements governing stockholder submission of potential candidates for nomination.
A non-employee director of the Company who also is a full-time employee of another entity must limit his or her service on the board of directors of other public companies to not more than three at any one time, subject to exceptions granted by the Corporate Governance and Nominating Committee where such director’s other responsibilities would not likely impair the director’s service on the Company’s Board. It is expected that all other non-employee directors will limit their directorships of other public companies to no more than five. Directors who are employees of the Company must comply with the Company’s policy on corporate officer participation on other boards of directors as in effect from time-to-time.
In addition, no director of the Company is eligible to serve on the Audit Committee if he or she serves on three or more other public company audit committees.
In the event that the Chairman of the Board is also acting as the Company’s Chief Executive Officer or is otherwise not independent, one director whom the Board has determined is “independent” under Section A.3. of these principles shall be designated as a Presiding Independent Director. The Presiding Independent Director shall be elected by the majority vote of the Board, and shall be identified in the Company’s proxy statement for the annual stockholders’ meeting. The Presiding Independent Director shall: (i) preside at all meetings of the Board at which the Chairman is not present, (ii) preside at all executive sessions of the non-employee directors and independent directors of the Board, as described in Section B.2. of these principles; and (iii) collaborate with the Chairman and the Chief Executive Officer in preparing and reviewing meeting agendas.
The business and affairs of the Company are managed by or under the direction of the Board in accordance with Delaware law. The Board exercises its business judgment to act in what it reasonably believes to be the best interests of the Company and its stockholders.
In fulfilling its responsibility to oversee the performance of the Company’s management, the Company’s Board performs directly or through its committees the following principal functions:
In order to perform these functions, it is expected that directors will attend the meetings of the Board and the committees on which they serve, and will review Board and committee materials prior to the meetings.
Non-employee directors, which include all directors who are not officers or employees of the Company regardless of their independence, shall meet in executive session, without management participation, on a regularly scheduled basis. In addition, an executive session that includes only independent directors should be held at least once a year. At each of these meetings, the Presiding Independent Director shall preside, or in his or her absence, one of the other non-employee or independent directors, as applicable, shall be selected to preside.
To facilitate directors in the performance of their duties and responsibilities, new directors shall be provided with a personal orientation and materials regarding the Company’s business and operations, governing documents, information on key personnel, and financial information. The Company shall also make available to non-employee directors opportunities for continuing education with respect to the duties and responsibilities of corporate directors, the Company’s regulatory environment, applicable federal securities and state corporate laws, financial principles and standard accounting procedures.
At the direction of the Corporate Governance and Nominating Committee, the Board of Directors shall annually evaluate the performance of the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the entire Board of Directors. Each committee shall also annually review its performance.
The compensation of non-employee directors of the Company is designed to ensure that the Company can attract and retain qualified directors of outstanding ability with a high degree of experience and expertise. The amount and form of non-employee directors’ compensation is annually reviewed by the Corporate Governance and Nominating Committee against the Company’s performance peer group and other companies with comparable levels of assets and revenues.
The directors of the Company shall have complete access to senior management of the Company and to the outside auditors and advisors of the Company. The outside auditors of the Company shall meet periodically with, and shall be accessible to, the Audit Committee and, at the Board’s request, the Board of Directors. The Audit Committee shall have sole authority to retain and terminate the Company’s independent auditors. The Board and its respective committees shall have the right to retain their own legal counsel, consultants and advisors independent of the Company, and shall have the right to designate funds to be used for this purpose.
The Chairman of the Board, in consultation with the Chief Executive Officer and Corporate Secretary, and with the concurrence of the Presiding Independent Director, shall establish the agenda for each Board meeting. Each director is free to suggest the inclusion of items on the agenda for any Board meeting.
Information and data that is important to the Board’s understanding of the business will be distributed in writing to the Board before the Board meets. To best provide directors enough time to review briefing materials, management will endeavor to deliver briefing materials to the Board sufficiently in advance of each meeting.
The proceedings and deliberations of the Board and its committees are strictly confidential. Each director is subject to the confidentiality provisions of the Company’s Code of Business Conduct and Ethics and shall maintain the confidentiality of information received in connection with his or her service as a director.
From time to time the Board may determine to form a new committee or disband a current committee. Each committee of the Board shall have such powers and authorities as may be delegated to it by the Board from time-to-time.
For so long as the Company is listed on the New York Stock Exchange, there shall be an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee, each of which must meet, at minimum, applicable NYSE and SEC requirements and guidelines.
Membership on the Audit, the Compensation and the Corporate Governance and Nominating Committees shall be limited to those directors whom the Board has determined are “independent” under Section A.3. of these Corporate Governance Principles and under such other independence requirements as may be applicable to members of the Audit, Compensation and Corporate Governance and Nominating Committees from time-to-time under NYSE and SEC requirements and as otherwise set forth in the committee charters.
Each of the permanent committees shall have a formal, written charter that defines the committee’s responsibilities and role in ensuring proper and effective corporate governance. The charters of the permanent committees shall also address those matters required by NYSE listing rules or the SEC with respect to that committee.
In consultation with the Compensation Committee, the Board shall annually review and approve a management succession plan for the chief executive officer and other key senior leadership positions in the Company.
The Board encourages communication from the Company’s stockholders. The Company’s proxy statement for each year’s annual meeting will contain information on the procedures by which stockholders can communicate with management, the Board or any individual Board member.
The Board has established a separate, written policy for the review, approval or ratification of “related person” transactions, which policy may be reviewed and updated from time-to-time by the Board in consultation with or upon the recommendation of the Audit Committee.
The Board has established a separate, written policy requiring an executive officer to reimburse the Company for incentive payments provided to the executive that were based on financial results that were the subject of a material restatement caused by his or her intentional misconduct, which policy may be reviewed and updated from time-to-time by the Board.
The Compensation Committee has established a separate, written policy that (i) establishes the framework for the timing of equity grants and (ii) prohibits the backdating of equity awards and the manipulation of the timing of equity grants or the release of material nonpublic information, which policy may be reviewed and updated from time-to-time, in consultation with or upon the recommendation of the Compensation Committee.
Officers of the Company and other business units seeking directorships on the boards of directors of other companies shall comply with the Company’s Policy on Corporate Officer and Business Unit Leader Participation on Other Boards of Directors as in effect from time-to-time.
All equity compensation plans (excluding employment inducement awards and equity plans acquired in corporate mergers and acquisitions, and certain retirement savings plans) shall be submitted to the Company's stockholders for approval, and shall not be adopted unless the plans receive the approval of a majority of the voting power present at the meeting and entitled to vote on the plan's adoption.
These Corporate Governance Principles shall be interpreted by the Board of Directors, and may be amended from time-to-time by the Board. The Board may consult with and receive recommendations from the Corporate Governance and Nominating Committee with respect to issues of interpretation of and modifications to these Corporate Governance Principles.
Amended February 20, 2013