CORPORATE GOVERNANCE GUIDELINES
The Board of Directors of Commonwealth Industries, Inc. (the “Company”), acting on the recommendation of its Nominating and Corporate Governance Committee, has developed and adopted corporate governance guidelines to promote the functioning of the Board and its Committees and to set forth expectations as to how the Board should perform its functions.
The business and affairs of the Company shall be managed by or under the direction of the Board in accordance with Delaware law. The Board may delegate to its Committees authority to perform any of its functions or exercise any of its powers which may lawfully to delegated to a Board Committee. The Board selects executive management, which is charged to conduct the Company’s business.
II. BOARD COMPOSITION
A majority of the Board should consist of directors who are, in the business judgment of the Board, “independent” under the rules of the Nasdaq Stock Market. Absent special circumstances, all directors other than the chief executive officer of the Company should be non-executive directors.
The size of the Board should facilitate substantive discussions of the whole Board in which each director can participate meaningfully.
The composition of the Board should encompass a range of experience and expertise relevant to the Company’s business. It should include directors who have qualifications that will permit the Company to meet regulatory standards for audit committees.
III. CHAIRMAN OF THE BOARD
The Board shall elect from among its members a Chairman of the Board. Absent special circumstances, the Chairman of the Board should be a non-executive director.
IV. SELECTION OF DIRECTORS
Nominations. The Board, acting through its Nominating and Corporate Governance Committee, is responsible for selecting the nominees for election at annual meetings of stockholders or one or more nominees to fill vacancies occurring between annual meetings.
Criteria. The Nominating and Corporate Governance Committee should select nominees for the position of independent director in the context of the current composition of the Board and considering the following criteria:
Invitation. The invitation to join the Board should be extended by the Board through the Chairman of the Board.
Orientation and Continuing Education. Management, working with the Board, should provide an orientation process for new directors, including background material on the Company, its business plan and its risk profile, and meetings with senior management. Periodically, management should prepare additional educational sessions for directors on matters relevant to the Company, its business plan and risk profile and consistent with any applicable Nasdaq Stock Market rules.
V. DIRECTOR TENURE
The Board does not believe it should establish term limits or a mandatory retirement age for directors.
When a director who is an executive officer of the Company resigns or retires as an executive officer, that director should tender his or her resignation as a director. Whether the individual should continue as a director is a matter for the Nominating and Corporate Governance Committee.
When a director resigns or retires from his or her principal occupation, or the nature of his or her principal occupation materially changes, the individual should tender his or her resignation as a director to allow the Nominating and Corporate Governance Committee to review the continued appropriateness of membership under the changed circumstances.
VI. BOARD MEETINGS
The Board currently plans five regular meetings each year, with further meetings, including telephone meetings, to occur (or action to be taken by unanimous consent) at the discretion of the Board. The meetings usually will consist of Board Committee meetings and the Board meeting.
The agenda for each Board meeting should be prepared by management, taking into account suggestions and requests made by the Chairman of the Board or other directors. Management should seek to provide to all directors an agenda and appropriate materials in advance of meetings
Materials presented to the Board or Board Committees, while concise, should provide the information needed for the directors to make informed judgments.
VII. EXECUTIVE SESSIONS
To ensure free and open discussion and communication among the non-executive directors of the Board, the non-executive directors should meet in executive sessions at the time of each regular Board meeting, with no members of management present. The Chairman of the Board shall preside at the executive sessions.
VIII. BOARD COMMITTEES
The Committees of the Board shall be an Audit Committee, a Management Development and Compensation Committee and a Nominating and Corporate Governance Committee. Each Board Committee shall have a written charter adopted by the Board.
Each of the Board Committees shall be comprised of three or more directors, all of whom are, in the business judgment of the Board, “independent” under the rules of the Nasdaq Stock Market and any other applicable regulatory requirements. The required qualifications for the members of each Committee shall be set out in the Committee’s charter. A director may serve on more than one Committee for which he or she qualifies.
All directors, whether members of a Board Committee or not, are invited to make suggestions to a Committee chairman for additions to the agenda of his or her Committee. Each Board Committee chairman should give periodic reports of his or her Committee’s activities to the Board.
IX. MANAGEMENT SUCCESSION
At least annually, the Board shall review and concur in a succession plan, developed by management, addressing the policies and principles for selecting a successor to the chief executive officer both in an emergency situation and in the ordinary course of business. The succession plan should include an assessment of the experience, performance, skills and planned career paths for possible successors to the chief executive officer.
X. EXECUTIVE COMPENSATION
The Board, acting through its Management Development and Compensation Committee, shall determine or approve the policies and practices under which compensation is paid or awarded to the Company’s executive officers, the compensation of the chief executive officer and other executive officer compensation.
XI. DIRECTOR COMPENSATION
The Board should determine the compensation of directors. The Nominating and Corporate Governance Committee should conduct an annual or other periodic review of the amount and components of director compensation in relation to other similarly situated companies and make a recommendation to the Board. Director compensation should be consistent with market practices but should not be set at a level that would call into question the Board’s objectivity. Directors who are officers of the Company should not receive compensation for their service as directors.
XII. EXPECTATIONS OF DIRECTORS
In performing their duties, the primary responsibility of the directors is to exercise their business judgment in the best interests of the Company. The Board has developed a number of specific expectations of directors to promote the discharge of this responsibility and the efficient conduct of the Board’s business.
1. Commitment and Attendance. All directors should make every effort to attend every meeting of the Board and every meeting of Board Committees of which they are members. Members may attend by telephone to mitigate conflicts.
2. Participation in Meetings. Each director should be sufficiently familiar with the business of the Company, including its financial statements and capital structure, and the risks and competition it faces, to facilitate active and effective participation in the deliberations of the Board and of each Board Committee on which he or she serves. Upon request, management will make appropriate personnel available to answer any questions a director may have about any aspect of the Company’s business. Directors should also review the materials provided by management and advisors in advance of the meetings of the Board and Board Committees and should arrive prepared to discuss the issues presented.
3. Ownership of Shares in the Company. Each director should own shares of the Company.
4. Loyalty and Ethics. In their roles as directors, all directors owe a duty of loyalty to the Company. This duty of loyalty mandates that the best interests of the Company take precedence over any interests possessed by a director.
The Company has adopted a Code of Conduct for the guidance of officers and other employees of the Company. In general and as appropriate non-employee directors should consider themselves subject to the same policies.
5. Other Directorships. Directors are required to abide by the provisions of Section 8 of the Clayton Act, a federal antitrust law, which provides in relevant part that “no person at the same time shall be a director in any two or more corporations... if such corporations are or shall have been theretofore, by virtue of their business and location of operation, competitors, so that elimination of competition by agreement between them would constitute a violation of any of the antitrust laws. Directors should be alert to this requirement both when accepting additional directorships and on a continuing basis as the nature of the businesses of the corporations which they serve changes.
Directors who are not employees of the Company do not require approval of the Board of Directors to accept additional unrelated board memberships, but their opportunities should be discussed with the Chairman of the Board to be sure that the multiple directorships would not be unlawful or otherwise incompatible.
6. Contact with Management. All directors are invited to contact the chief executive officer at any time to discuss any aspect of the Company’s business. Directors will also have complete access to other members of management. The Board expects that there will be frequent opportunities for directors to meet with the chief executive officer and other members of management in Board and Board Committee meetings or in other formal or informal settings.
The Board encourages management to, from time to time, bring managers into Board meetings who can provide additional insight into the items being discussed because of personal involvement and substantial knowledge in those areas or are managers with future potential that management believes should be given exposure to the Board.
7. Contact with Other Constituencies. It is important that the Company speak to stockholders, employees and outside constituencies with a single voice, and that management serve as the primary spokesperson.
8. Confidentiality. The proceedings and deliberations of the Board and Board Committees are confidential. Each director shall maintain the confidentiality of information received in connection with his or her service as a director.
XIII. EVALUATING BOARD PERFORMANCE
The Board, acting through its Nominating and Corporate Governance Committee, should conduct an annual self-assessment of the Board’s performance to determine whether it is following the procedures necessary to function effectively. The Nominating and Corporate Governance Committee should periodically consider the mix of experience and expertise that directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively.
Each Board Committee should conduct an annual self-assessment and report the results to the Board. Each Board Committee’s evaluation should compare the performance of the Committee with the requirements of its charter and should set forth the goals and objectives of the Committee for the coming year.
XIV. RELIANCE ON MANAGEMENT AND OUTSIDE ADVICE
In performing its functions, the Board and each Board Committee is entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors. The Board and each Board Committee shall have the authority to retain and approve the fees and retention terms of its outside advisors.
Adopted October 30, 2002