 Corporate Governance
Contacts |
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| SBA Related
Publications |
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| Our Core
Beliefs |
| We believe a well-governed company
is characterized by the following corporate
governance structures, policies, and
procedures:
- At least 75% of the board's
directors are independent, meaning they have no relationship with the
company other than the director position itself.
- All board committees consist only of
independent directors.
- There are annual reviews of senior management.
- The Chairman of the board is independent of
management.
- All directors are elected by simple
majority of voted shares on an annual basis, or by plurality in the event
of a contested election.
- Individual shareholder
votes are confidential from management, and there are fully disclosed vote
tabulation policies.
- No anti-takeover devices such as supermajority
voting thresholds, poison pills (a.k.a shareholder rights plans), etc.
without shareholder approval.
- A simple majority of
voted shares is required to amend a company's bylaws or charter.
- One share receives one vote (no dual
class share structures with inequitable voting rights assigned to one
share class).
- No bundling of proxy issues (for example, combining
an unfavorable governance change with a favorable merger proposal)
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- Executive compensation is performance-based
using leading pay-for-performance metrics, with all compensation plans
subject to shareholder approval.
- "Repriced" or discounted stock options are
prohibited.
- Full disclosure to shareholders of all
assumptions used to value the awards of options or other compensation
plan items.
- Directors and senior management own
significant amounts of company stock, and the company has adopted detailed stock
ownership guidelines.
- The company's external auditor is annually
ratified by shareholders.
- No tax or consulting services are procured from the firm auditing the company's financial statements.
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