Corporate Governance Guidelines
1. Director Qualifications
The Board will have a majority of directors who meet the criteria for independence required by the New York Stock Exchange. The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. This assessment will include members' qualification as independent, as well as consideration of diversity, age, skills, and experience in the context of the needs of the Board. Nominees for directorship will be selected by the Nominating and Corporate Governance Committee in accordance with the policies and principles in its charter. The Nominating and Corporate Governance Committee will include stockholder recommendations for directors in their periodic review of possible candidates, either presently or in the future. The invitation to join the Board should be approved by the Board itself and extended by the Chairman of the Board or his or her designee.
The Board of GDW currently has 9 members and the Boards of WSB and WTX currently have 11 members. It is the sense of the Board that the size of these Boards provides a diversity of viewpoints and backgrounds while still being small enough to permit full engagement and discussion by the directors.
No director may serve on more than three other public company boards. Directors should advise the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another public company board.
The Board believes that longstanding experience in business, investments and the professions and with the Company have been invaluable to the Company's success. Thus, the Board has not adopted a mandatory retirement age. In its evaluation of directors, however, it is expected that the Nominating and Corporate Governance Committee will assess, among other things, that all serving directors and persons nominated to be a director are able to devote appropriate time and energy to the functions required of a director and are able to contribute to the Board process.
The Board likewise does not believe it should establish term limits. While term limits could help ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. As an alternative to term limits, the Nominating and Corporate Governance Committee will review each director's renomination to the Board every three years when his or her elected term is expiring.
The Board has no policy with respect to the separation of the offices of the Chairman of the Board and Chief Executive Officer. The Board believes that this issue is part of the succession planning process and that it is in the best interests of the Company for the Board to make a determination when it elects the Chief Executive Officer(s).
2. Director Responsibilities
The basic responsibility of a director is to exercise his or her business judgment to act in what he or she reasonably believes to be the best interests of the Company and its shareholders. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Company's senior executives and its outside advisors and auditors. The directors should also be entitled to the benefits of indemnification to the fullest extent permitted by law and the Company's charter, bylaws and any indemnification agreements, and to exculpation as provided by applicable law and the Company's charter.
Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Information and data that are important to the Board's understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors before the meeting, and directors should review these materials in advance of the meeting.
The Chairman of the Board will establish the agenda for the Board meeting. Each Board member is free to suggest the inclusion of items on the agenda. Each Board member also is free to raise at any Board meeting subjects that are not on the agenda for that meeting. The Board will review the Company's long-term strategic plans and the principal issues that the Company will face in the future during at least one Board meeting each year.
The non-management directors will meet in executive sessions at each regularly scheduled board meeting and, upon request of any director, at any specially called Board meeting. The directors that the Board has determined satisfy the New York Stock Exchange's independence standards will meet in executive session at least once a year. The process by which directors are selected to preside at these meetings will be determined by the non-management directors, and the relevant process and the names of selected directors will be disclosed in the annual proxy statement.
3. Board Committees
The Board will have at all times an Audit Committee, a Compensation and Stock Option Committee and a Nominating and Corporate Governance Committee. All of the members of these committees will be independent directors under the criteria established by the New York Stock Exchange, as well other applicable independence criteria related to the particular committee. Committee members will be appointed by the Board upon recommendation of the Nominating and Corporate Governance Committee with consideration of the desires of individual directors. It is the sense of the Board that consideration should be given to rotating committee members periodically, but the Board does not feel that rotation should be mandated as a policy. Each of these committees will select its Chair.
Each of these committees will have its own charter. The charters will set forth the purposes, goals and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board. The charters also will provide that each committee will annually evaluate its performance.
The Chair of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee's charter. The Chair of each committee, in consultation with the appropriate members of the committee and management, will develop the committee's agenda. A proposed schedule of recurring agenda items for each committee will be regularly furnished to all directors.
The Board and each committee has the power to hire independent legal, financial or other advisors as it may deem necessary, without consulting or obtaining the approval of any officer of the Company in advance. The Company shall provide appropriate funding, as determined by the Board or committee, for the costs of such independent advisors.
The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.
4. Communications with Directors
Stockholders or other interested parties who want to communicate with one or more directors should send written correspondence addressed to the director(s), care of the Corporate Secretary at the Company's headquarters at 1901 Harrison Street, Oakland, California 94612. The Corporate Secretary, or his or her designee, will forward these communications to the relevant director(s), depending upon the nature of the communication and other relevant matters. The Company expects directors to attend annual meetings of stockholders, absent scheduling or other similar conflicts.
The Board reaffirms that management speaks for the Company. Individual Board members may from time to time meet or otherwise communicate with various constituencies that are involved with the Company. It is expected that Board members would engage in such communication, however, with the knowledge of management, absent unusual circumstances.
5. Director Access to Officers and Employees
Directors have full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes to initiate may be arranged through the CEOs or the Secretary or directly by the director. The directors will use their judgment to ensure that any such contact is not disruptive to the business operation of the Company and will, to the extent not inappropriate, copy the CEOs on any written communications between a director and an officer or employee of the Company.
The Board will continue its longstanding practice of having senior officers of the Company attend various sessions of the Board meetings.
6. Director Compensation and Determinations of Independence
The form and amount of director compensation will be determined by the Compensation and Stock Option Committee in accordance with the policies and principles set forth in its charter, and the Compensation and Stock Option Committee will conduct a bi-annual review of director compensation. The Compensation and Stock Option Committee will consider that directors' independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.
The Board is aware that the Company and/or affiliates of the Company occasionally make donations to nonprofit organizations with which some of the directors are affiliated. The Nominating and Corporate Governance Committee has suggested, and the Board has ratified, the determination that a director will continue to be considered independent, absent other circumstances, as long as the aggregate of contributions from the Company and/or its affiliates to a nonprofit organization that employs a director, or an immediate family member of a director, does not exceed the greater of $1 million or 2% of the annual consolidated gross revenues of the nonprofit organization. Likewise, the Nominating and Corporate Governance Committee has suggested, and the Board has ratified, the determination that if a director serves or is designated to serve as a trustee of a trust established by an executive officer or another director of the Company and serves, or will serve, in that capacity without compensation, the director will continue to be considered independent, absent other circumstances.
Orientation and Continuing Education
All new directors must participate in an orientation program. This orientation, which should be conducted within a reasonable period of time after new directors are nominated or elected, will include presentations by management to familiarize new directors with the Company's strategic plans; its significant financial, accounting and risk management issues; its compliance programs; its codes of business conduct and ethics; its principal officers; and its internal and independent auditors. In addition, the orientation program will include visits to Company headquarters and, to the extent practical, some of the Company's other significant facilities. All other directors also are invited to attend the orientation program.
8. CEO Evaluation and Management Succession
The Compensation and Stock Option Committee will conduct an annual review of the CEOs' performance, as set forth in the committee's charter. The Board will review the Compensation and Stock Option Committee's report in order to ensure that the CEOs are providing the best leadership for the Company in the long- and short-term, and taking into account the financial and ethical performance of the Company.
The CEOs will discuss succession planning at least bi-annually with the entire Board and/or with the non-management directors, at which time they will make available their recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. The Board will work with the Nominating and Corporate Governance Committee to nominate and evaluate potential successors to the CEOs.
9. Annual Performance Evaluation
The Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Nominating and Corporate Governance Committee will receive comments from all directors and report annually to the Board with an assessment of the Board's performance. This will be discussed with the full Board following the end of each fiscal year. The assessment will focus on the Board's contribution to the Company and specifically focus on areas in which the Board or management believes that the Board could improve.