Corporate Governance Information - Highlights  |
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Corporate Governance Highlights June 13, 2005
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At this website, C&D intends to provide you with information that reflects our commitment to sound corporate governance policies which provide the basis for the operation of our company consistent with our stockholders' best interests as well as the requirements of the law.
We are also committed to managing our risks and ensuring that our financial results fairly reflect the results of our operations. Compliance with established financial accounting policies and practices, consistency with Generally Accepted Accounting Principles (GAAP), honesty and accuracy in reporting of financial results and the integrity of our Board of Directors and corporate management are paramount.
In our effort to provide visibility into governance practices, we have taken the following steps:
- Except for the CEO, who serves as a member of the Board of Directors, all of our company's Board members are independent.
- All Directors stand for election annually.
- The roles of CEO and Chairman of the Board are separate, and our Chairman of the Board is an independent director.
- All members of our Board Committees (Audit, Compensation and Nominating/Corporate Governance) are independent. The independent members of the Board, as well as the Committees meet regularly without management being present.
- Annual assessments of the Board's and Committees' respective operations and effectiveness are conducted.
- C&D's Directors participate in periodic strategic planning initiatives, including strategic retreats and visits to company facilities.
- C&D Directors participate in periodic training initiatives.
- All members of our Audit Committee are "financially literate" and the Chairperson of C&D's Audit Committee is designated as its "financial expert".
- Pre-approval processes for all audit and permissible non-audit services have been developed and adopted by the Audit Committee.
- Through our internal audit control function, we monitor compliance with our global financial policies and practices. The internal audit function, which is outsourced, reports directly to the Audit Committee.
- We have stock ownership requirements for our Board members, executive officers and senior management.
- There are no outstanding loans or other extensions of credit to Directors or executive officers.
- C&D has a Code of Business Conduct (posted on this website) that contains Special Ethics Guidelines for employees with Financial Reporting Responsibilities to ensure legal and ethical dealings.
- Provisions for anonymous reporting of any questionable activities are included in our Code of Business Conduct. We have a long-standing policy against retaliation for reporting or participating in the resolution of a complaint.
- Stock options are currently held by approximately 300 C&D employees worldwide, who receive them as part of a compensation program focused on improving the company's long-term business and financial performance. The Compensation Committee took action to vest all United States stock options in March 2005.
We will continue to evaluate best practices in corporate governance and incorporate those that are in the best interests of our stockholders.
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