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This excerpt taken from the ACI DEF 14A filed Mar 20, 2007. CORPORATE
GOVERNANCE
We are dedicated to being a market-driven global leader in the
coal industry and to creating superior long-term stockholder
value. It is our policy to conduct our business with integrity
and an unrelenting passion for providing the best value to our
customers. All of our corporate governance materials, including
the corporate governance guidelines, our code of conduct and
board committee charters, are published under “Corporate
Governance” in the Investors section of our website at
archcoal.com. These materials are also available in print to any
stockholder upon request. The board of directors continually
reviews these materials, Delaware law, the rules and listing
standards of the New York Stock Exchange and SEC regulations, as
well as best practices suggested by recognized governance
authorities, and modifies the materials as warranted.
It is the board of director’s objective to have an
overwhelming majority of directors who are independent. We have
adopted in our corporate governance guidelines the criteria
established by the New York Stock Exchange for determining
whether a director is independent. The board of directors has
determined, in its judgment, that ten of the twelve members of
the board of directors meet the New York Stock Exchange
standards for independence. Other than Steven F. Leer and John
W. Eaves, who are executive officers, each member of our board
of directors satisfies the independence standards in the
corporate governance guidelines. The independent members of the
board meet regularly without any
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members of management present. These sessions are normally held
following or in conjunction with regular board meetings.
Mr. James R. Boyd, chairman of the Nominating and Corporate
Governance Committee and lead director, serves as the presiding
director during executive sessions.
All members of our Audit, Nominating and Corporate Governance
and Personnel and Compensation committees must be independent
directors as defined by our corporate governance guidelines.
Members of the Audit Committee must also satisfy a separate
Securities and Exchange Commission independence requirement,
which provides that they may not accept, directly or indirectly,
any consulting, advisory or other compensatory fee from us or
any of our subsidiaries other than their directors’
compensation.
All of our employees, including our chief executive officer, our
chief financial officer and each of the other executive officers
named in this proxy statement, and directors must act ethically
at all times and in accordance with the policies comprising our
code of conduct, which is published under “Corporate
Governance” in the Investors section of our website at
archcoal.com and available in print to any stockholder upon
request. We intend to post amendments to or waivers from (to the
extent applicable to one of our directors or executive officers)
the code on our website.
Our code of conduct reflects our policy that all of our
employees, including the executive officers named in this proxy
statement, and directors must avoid any activity that creates,
or may create, a conflict of interest, that might interfere with
the proper performance of their duties or that might be hostile,
adverse or competitive with our business. In addition, each of
our directors and executive officers is encouraged to notify our
board of directors when confronted with any situation that may
be perceived as a conflict of interest, even if the person does
not believe that the situation would violate our code of conduct
or corporate governance guidelines. Our board of directors will
then determine, after consultation with counsel, whether a
conflict of interest exists. Directors who have a material
personal interest in a particular issue may not vote on any
matters with respect to that issue.
Our board of directors has established procedures to enable
anyone who has a concern about our conduct, or any employee who
has a concern about our accounting, internal accounting controls
or auditing matters, to communicate that concern directly to the
board of directors, to the non-employee directors or to the
Audit Committee. Such communications may be confidential or
anonymous, and may be reported by phone to our confidential
hotline at 1-866-519-1881 or by writing to the individual
directors or group in care of Arch Coal, Inc., One CityPlace
Drive, Suite 300, St. Louis, Missouri 63141,
Attention: Vice President — Law, General Counsel and
Secretary. All such communications are promptly communicated to
our Director of Internal Audit and the chairman of the Audit
Committee. It is our policy not to take any disciplinary or
other retaliatory action against any employee for raising or
helping to resolve an integrity concern.
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