CORPORATE GOVERNANCE POLICIES

Updated October 24, 2018 CORPORATE GOVERNANCE POLICIES 2 Council of Institutional Investors CORPORATE GOVERNANCE POLICIES TABLE OF CONTENTS Preamble 1. Introduction Nature and Purpose of the Council s CORPORATE GOVERNANCE POLICIES Federal and State Law Compliance Disclosed GOVERNANCE POLICIES and Ethics Code Accountability to Shareowners Shareowner Participation Business Practices and CORPORATE Citizenship GOVERNANCE Practices at Public and Private Companies Reincorporation Judicial Forum Commitment to Long-Term Performance 2. The Board of Directors Annual Election of Directors Director Elections Independent Board Independent Chair/Lead Director All-independent Board Committees Board Accountability to Shareowners Board s Role in Risk Oversight Board/Director Succession Planning and Evaluation CEO Succession Planning Continuing Directors Board Size and Service Board Operations Auditor Independence Charitable and Political Contributions Directors with Conflicts 3.

Oct 24, 2018 · nominate director candidates and to suggest processes and criteria for director selection and evaluation. ... companies and companies in the process of going public should practice good governance. General members of venture capital, buyout and other private equity funds should encourage companies in which

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