Our Board of Directors and management team are committed to effective corporate governance. Examples of our governance highlights include the following:
- We do not have a classified or staggered Board.
- Directors are elected by majority, not plurality, voting.
- We have a resignation policy for directors who do not receive a majority vote.
- We conduct a regular Board refreshment process.
- Over 85% of our directors are independent.
- 20% of our independent directors are female.
- Diversity is an important criteria for identifying and evaluating candidates for the Board.
- Each of the Audit, Compensation and Nominating and Governance Committees is comprised entirely of independent directors.
- Our independent directors have elected an independent non-employee Chairman of the Board.
- The Board is committed to regular self-evaluation and refreshment practices.
- We have rigorous stock ownership guidelines for our directors.
- Each member of the Board has membership in the National Association of Corporate Directors, an independent authority on leading corporate boardroom and governance practices.
- Our independent directors meet at least quarterly in executive session without management present.
The Board maintains three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Board and its three committees conduct regularly scheduled meetings and may also hold special meetings, to review key business initiatives, strategies and opportunities.
The Board has adopted a Statement of Business Principles that serves as guiding principles of business ethics and certain legal requirements applicable to all employees, officers and directors of the Company. The Board has also adopted Corporate Governance Guidelines that contain information concerning the various responsibilities of the Board and its governance of the Company. The Board utilizes these documents to provide a general framework for the ethics and operating standards of all our employees, officers and directors.
The Board’s following three Committees are all comprised solely of independent non-employee directors:
- The Audit Committee provides assistance to the Board in discharging its oversight responsibility relating to: (i) the integrity of the Company’s financial statements and financial reporting process, the Company’s systems of internal accounting and financial controls and other financial information provided by the Company; (ii) the performance of the internal audit services function; (iii) the annual independent audit of the Company’s financial statements, the engagement of the independent auditors and the evaluation of the independent auditors’ qualifications, independence and performance; (iv) the compliance by the Company with legal and regulatory requirements, including the Company’s disclosure controls and procedures; (v) the evaluation of risk assessment and risk management policies; and (vi) other responsibilities set out in the Audit Committee’s charter.
- The Nominating and Governance Committee has the responsibility to: (i) identify individuals qualified to become Board members, consistent with any criteria approved by the Board; (ii) recommend to the Board director nominees for election at each annual meeting of shareholders and as necessary to fill vacancies and newly-created directoships; (iii) oversee the governance of the Company, including recommending to the Board corporate governance principles applicable to the Company; (iv) oversee the annual evaluation of the Board; and (v) establish and review succession plans for the Company’s chief executive officer and other senior executives. In furtherance of this role, the Committee is responsible for taking a leadership role in shaping the Company’s overall corporate governance.
- The Compensation Committee provides assistance to the Board in discharging its responsibilities relating to compensation of the Company’s directors and officers. In furtherance of this role, the Compensation Committee seeks to attract and retain high-quality leadership and ensure that the Company’s executive compensation strategy supports the Company’s objectives and shareholder interests.
The Company also has an anonymous hotline where anyone can report inappropriate circumstances that are believed to violate the law or the Company's Statement of Business Principles. One wishing to make a complaint or report a matter anonymously, may do so by calling the Arlington Reporting Hotline at 1-800-401-8004. Concerns of this nature will be forwarded directly to the Audit Committee of the Company’s Board through the Company’s outside legal counsel.