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This excerpt taken from the C DEF 14A filed Mar 20, 2009. Corporate
Governance Guidelines
Citi’s Corporate Governance Guidelines embody many of our
long-standing practices, policies and procedures, which are the
foundation of our commitment to best practices. The Guidelines
are reviewed at least annually, and revised as necessary, to
continue to reflect best practices. The full text of the
Guidelines, as approved by the board, is set forth in
Annex A to this proxy statement. The Guidelines outline the
responsibilities, operations, qualifications and composition of
the board.
Table of Contents
Our goal is that at least two-thirds of the members of the board
be independent. The board has recently announced that it
unanimously decided to have a majority of new directors as soon
as feasible. Certain nominees are included in this proxy
statement for election by stockholders. When additional
candidates are identified, approved and subsequently appointed
as directors by the board, the Company will file a
Form 8-K
to announce the appointments. A description of our independence
criteria and the results of the board’s independence
determinations are set forth below.
The number of other public company boards on which a director
may serve is subject to a
case-by-case
review by the nomination and governance committee, in order to
ensure that each director is able to devote sufficient time to
performing his or her duties as a director. Interlocking
directorates are prohibited (inside directors and executive
officers of Citi may not sit on boards of companies where a Citi
outside director is an executive officer).
The Guidelines require that all members of the committees of the
board, other than the public affairs committee and the executive
committee, be independent. Committee members are appointed by
the board upon recommendation of the nomination and governance
committee. Committee membership and chairs are rotated
periodically. The board and each committee have the power to
hire and fire independent legal, financial or other advisors, as
they may deem necessary, without consulting or obtaining the
approval of management.
Meetings of the non-management directors are held as part of
every regularly scheduled board meeting and are presided over by
the independent chairman.
If a director has a substantial change in professional
responsibilities, occupation or business association, he or she
is required to notify the nomination and governance committee
and to offer his or her resignation from the board. The
nomination and governance committee will evaluate the facts and
circumstances and make a recommendation to the board whether to
accept the resignation or request that the director continue to
serve on the board. If a director assumes a significant role in
a not-for-profit entity, he or she is asked to notify the
nomination and governance committee.
Directors are expected to attend board meetings, meetings of the
committees and subcommittees on which they serve and the annual
meeting of stockholders. All of the directors then in office
attended Citi’s 2008 annual meeting.
The nomination and governance committee nominates one of the
members of the board to serve as chairman of the board on an
annual basis. The nomination and governance committee also
conducts an annual review of board performance, and each
committee conducts its own self-evaluation. The board and
committees may engage an outside consultant to assist in
conducting the self-evaluations. The results of these
evaluations are reported to the board.
Directors have full and free access to senior management and
other employees of Citi. New directors are provided with an
orientation program to familiarize them with Citi’s
businesses and its legal, compliance, regulatory and risk
profile. Citi provides educational sessions on a variety of
topics, which all members of the board are invited to attend.
These sessions are designed to allow directors to, for example,
develop a deeper understanding of a business issue or a complex
financial product.
The board reviews the personnel and compensation
committee’s report on the performance of senior executives
in order to ensure that they are providing the best leadership
for Citi. The board also works with the nomination and
governance committee to evaluate potential successors to the
ceo.
If a director, or an immediate family member who shares the
director’s household, serves as a director, trustee or
executive officer of a foundation, university, or other
not-for-profit organization and such entity receives
contributions from Citi
and/or the
Citi Foundation, such contributions will be reported to the
nomination and governance committee at least annually.
The Guidelines affirm Citi’s stock ownership commitment,
which is described in greater detail in this proxy statement. In
2008, the stock ownership commitment was reviewed in
Table of Contents
connection with the reorganization of Citi’s senior
management structure and was simplified as part of Citi’s
continuing efforts to streamline the organization and become
more efficient. The members of the management executive
committee, consisting of the most senior executives of the
Company, and the members of the board of directors have agreed
to hold 75% of the shares of common stock they acquire through
Citi’s equity programs as long as they remain subject to
the stock ownership commitment. Those members of the senior
leadership committee, which consists of the management executive
committee and an additional 36 executives of the Company who are
not also members of the management executive committee, have
agreed to hold 50% of the shares of common stock they acquire
through Citi’s equity programs as long as they remain
subject to the stock ownership commitment.
The Guidelines restrict certain financial transactions between
Citi and its subsidiaries on the one hand and directors, senior
management and their immediate family members on the other.
Personal loans to executive officers and directors of Citi and
its public issuer subsidiaries and members of the management
executive committee, or immediate family members who share any
such person’s household, are prohibited, except for
mortgage loans, home equity loans, consumer loans, credit cards,
charge cards, overdraft checking privileges and margin loans to
employees of a broker-dealer subsidiary of Citi made on market
terms in the ordinary course of business. See Certain
Transactions and Relationships, Compensation Committee
Interlocks and Insider Participation on page 10 of this
proxy statement.
The Guidelines prohibit investments or transactions by Citi or
its executive officers and those immediate family members who
share an executive officer’s household in a partnership or
other privately-held entity in which an outside director is a
principal or in a publicly-traded company in which an outside
director owns or controls more than a 10% interest. Directors
and those immediate family members who share the director’s
household are not permitted to receive initial public offering
allocations. Directors and their immediate family members may
participate in Citi-sponsored investment activities, provided
they are offered on the same terms as those offered to similarly
situated non-affiliated persons. Under certain circumstances, or
with the approval of the appropriate committee, members of
senior management may participate in certain Citi-sponsored
investment opportunities. Finally, there is a prohibition on
certain investments by directors and executive officers in
third-party entities when the opportunity comes solely as a
result of their position with Citi.
This excerpt taken from the C DEF 14A filed Mar 13, 2008. Corporate Governance Guidelines Citi’s Corporate Governance Guidelines embody many of our long-standing practices, policies and procedures, which are the foundation of our commitment to best practices. The Guidelines are reviewed at least annually, and revised as necessary, to continue to reflect best practices. The full text of the Guidelines, as approved by the board, is set forth in Annex A to this proxy statement. The Guidelines outline the responsibilities, operations, qualifications and composition of the board.
Our goal is that at least two-thirds of the members of the board be independent. A description of our independence criteria and the results of the board’s independence determinations are set forth below.
The number of other public company boards on which a director may serve is subject to a case-by-case review by the nomination and governance committee, in order to ensure that each director is able to devote sufficient time to performing his or her duties as a director. Interlocking directorates are prohibited (inside
6
Table of ContentsThis excerpt taken from the C DEF 14A filed Mar 13, 2007. Corporate Governance Guidelines Citigroup’s Corporate Governance Guidelines embody many of our long-standing practices, policies and procedures, which are the foundation of our commitment to best practices. The Guidelines are reviewed at least annually, and revised as necessary to continue to reflect best practices. The full text of the Guidelines, as approved by the board, is set forth in Annex A to this proxy statement. The Guidelines outline the responsibilities, operations, qualifications and composition of the board.
Our goal is that at least two-thirds of the members of the board be independent. A description of our independence criteria and the results of the board’s independence determinations are set forth below.
The number of other public company boards on which a director may serve is subject to a case-by-case review by the nomination and governance committee, in order to ensure that each director is able to devote sufficient time to performing his or her duties as a director. Interlocking directorates are prohibited (inside directors and executive officers of Citigroup may not sit on boards of companies where a Citigroup outside director is an executive officer).
The Guidelines require that all members of the committees of the board, other than the public affairs committee and the executive committee, be independent. Committee members are appointed by the board upon recommendation of the nomination and governance committee. Committee membership and chairs are rotated periodically. The board and each committee have the power to hire and fire independent legal, financial or other advisors, as they may deem necessary, without consulting or obtaining the approval of senior management.
Meetings of the non-management directors are held as part of every regularly scheduled board meeting and are presided over by the lead director.
6
Table of ContentsThis excerpt taken from the C DEF 14A filed Mar 14, 2006. Corporate Governance Guidelines Citigroup’s Corporate Governance Guidelines embody many of our long-standing practices, policies and procedures, which are the foundation of our commitment to best practices. The Guidelines are reviewed at least annually, and revised as necessary to continue to reflect best practices. The full text of the Guidelines, as approved by the board, is set forth in Annex A to this proxy statement. The Guidelines outline the responsibilities, operations, qualifications and composition of the board.
8
Table of ContentsIn January 2006, the Guidelines were revised to add three new principles relating to confidential voting, recoupment of unearned compensation and majority voting.
Stockholders who own shares through Citigroup’s equity compensation programs and 401(k) plan already enjoy confidential voting on all matters presented at special and annual meetings, as do stockholders who hold shares in a bank or brokerage account. The board’s adoption of a confidential voting provision extends this treatment to stockholders who hold shares in certificate form or via direct registration.
The provision on recouping unearned compensation empowers the board, in all appropriate cases and subject to governing law, in the event of a material restatement of Citigroup’s financial statements due to the misconduct of an executive officer, to recoup any bonus or incentive compensation paid to such executive officer on account of the misconduct.
The majority vote provision requires a director nominee who receives, in an uncontested election, a number of votes “withheld” that is greater than the number of votes cast “for” his or her election to offer to resign from the board, with such resignation to become effective if the board does not reject it within 60 days after the date of the election.
Our goal is that at least two-thirds of the members of the board be independent. A description of our independence criteria and the results of the board’s independence determinations are set forth below.
The number of other public company boards on which a director may serve is subject to a case-by-case review by the nomination and governance committee, in order to ensure that each director is able to devote sufficient time to performing his or her duties as a director. Interlocking directorates are prohibited (inside directors and executive officers of Citigroup may not sit on boards of companies where a Citigroup outside director is an executive officer).
The Guidelines require that all members of the committees of the board, other than the executive committee, be independent. Committee members are appointed by the board upon recommendation of the nomination and governance committee. Committee membership and chairs are rotated periodically. The board and each committee have the power to hire and fire independent legal, financial or other advisors, as they may deem necessary, without consulting or obtaining the approval of senior management.
Meetings of the non-management directors are held as part of every regularly scheduled board meeting and are presided over by the lead director.
If a director has a substantial change in professional responsibilities, occupation or business association, he or she is required to notify the nomination and governance committee and to offer his or her resignation from the board. The nomination and governance committee will evaluate the facts and circumstances and make a recommendation to the board whether to accept the resignation or request that the director continue to serve on the board. If a director assumes a significant role in a not-for-profit entity he or she is asked to notify the nomination and governance committee.
Directors are expected to attend board meetings, meetings of the committees and subcommittees on which they serve and the annual meeting of stockholders. All of the directors then in office attended Citigroup’s 2005 annual meeting.
The nomination and governance committee nominates one of the members of the board to serve as chairman of the board on an annual basis. The nomination and governance committee also conducts an annual review of board performance, and each committee conducts its own self-evaluation. The board and committees may engage an outside consultant to assist in conducting the self-evaluations. The results of these evaluations are reported to the board. Directors have full and free access to senior management and other employees of Citigroup and are provided with an orientation program for new directors and a variety of continuing education programs. Citigroup has regularly scheduled educational sessions on a variety of topics which all members
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Table of Contentsof the board are invited to attend. The board reviews the personnel and compensation committee’s report on the performance of the Office of the Chairman and the Chief Executive Officer in order to ensure that they are providing the best leadership for Citigroup. The board also works with the personnel and compensation committee to evaluate potential successors to the Chief Executive Officer.
If a director or an immediate family member of a director serves as a director, trustee or executive officer of a foundation, university, or other non-profit organization and such entity receives contributions from Citigroup and/or the Citigroup Foundation, such contributions will be reported to the nomination and governance committee at least annually.
The Guidelines affirm Citigroup’s stock ownership commitment, which is described in greater detail in this proxy statement. In 2005, Citigroup introduced an expanded version of the stock ownership commitment, with a 25% holding requirement that applies prospectively and generally covers those employees who report directly to a member of the Management Committee and those employees one level below them. After the expansion of the stock ownership commitment, which became effective in January 2006, approximately 3,000 employees are subject to a stock ownership commitment. Citigroup also prohibits the repricing of stock options and requires that new equity compensation plans and material revisions to such plans be submitted to stockholders for approval.
The Guidelines restrict certain financial transactions between Citigroup and its subsidiaries and directors, senior management and their immediate families. Personal loans to executive officers and directors of Citigroup and its public issuer subsidiaries and members of the operating committee, or their immediate family members, are prohibited, except for mortgage loans, home equity loans, consumer loans, credit cards, charge cards, overdraft checking privileges and margin loans to employees of a broker-dealer subsidiary of Citigroup made on market terms in the ordinary course of business.
The Guidelines prohibit investments or transactions by Citigroup or its executive officers and their immediate family members in a partnership or other privately-held entity in which a director is a principal or in a publicly-traded company in which a director owns or controls more than a 10% interest. Directors and their family members are not permitted to receive IPO allocations. Directors and their family members may participate in Citigroup-sponsored investment activities, provided they are offered on the same terms as those offered to similarly situated non-affiliated persons. Under certain circumstances, or with the approval of the appropriate committee, members of senior management may participate in certain Citigroup-sponsored investment opportunities. Finally, there is a prohibition on certain investments by directors and executive officers in third-party entities when the opportunity comes solely as a result of their position with Citigroup.
This excerpt taken from the C DEF 14A filed Mar 15, 2005. Corporate Governance Guidelines Citigroup’s Corporate Governance Guidelines embody many of our long-standing practices, policies and procedures, which are the foundation of our commitment to best practices. The Guidelines are reviewed annually, and revised as necessary to continue to reflect best practices. The full text of the Guidelines, as approved by the board, is set forth in Annex A to this proxy statement.
The Guidelines outline the responsibilities, operations, qualifications and composition of the board. Our goal is that at least two-thirds of the members of the board be independent. To this end our board appointed two independent directors, Anne Mulcahy and Judith Rodin, to our board in September and has nominated an additional independent candidate, Klaus Kleinfeld, for election to the board. We had expected to nominate a second independent candidate for election to the board at the annual meeting, but the candidate withdrew from consideration to enter public service shortly before the printing of this proxy statement. We will continue to add independent directors from time to time, to increase the number of independent directors, to replace directors who retire, or for other reasons. A description of our independence criteria and the results of the board’s independence determinations are set forth below.
The number of other public company boards on which a director may serve is subject to a case-by-case review by the nomination and governance committee, in order to ensure that each director is able to devote sufficient time to performing his or her duties as a director. Interlocking directorates are prohibited (inside directors and executive officers of Citigroup may not sit on boards of companies where a Citigroup outside director is an executive officer).
The Guidelines require that all members of the committees of the board, other than the executive
8
Table of Contentscommittee, be independent. Committee members are appointed by the board upon recommendation of the nomination and governance committee. Committee membership and chairs are rotated periodically. The board and each committee have the power to hire and fire independent legal, financial or other advisors, as they may deem necessary, without consulting or obtaining the approval of senior management.
Meetings of the non-management directors are held as part of every regularly scheduled board meeting and are presided over by the lead director.
If a director has a substantial change in professional responsibilities, occupation or business association, he or she is required to notify the nomination and governance committee and to offer his or her resignation from the board. The nomination and governance committee will evaluate the facts and circumstances and make a recommendation to the board whether to accept the resignation or request that the director continue to serve on the board. If a director assumes a significant role in a not-for-profit entity he or she is asked to notify the nomination and governance committee.
Directors are expected to attend board meetings, meetings of the committees and subcommittees on which they serve and the annual meeting of stockholders. Fourteen of the fifteen directors attended Citigroup’s 2004 annual meeting.
The nomination and governance committee conducts an annual review of board performance, and each committee conducts its own self-evaluation. The results of these evaluations are reported to the board. Directors have full and free access to senior management and other employees of Citigroup and are provided with an orientation program for new directors and access to continuing education programs. Citigroup has regularly scheduled educational sessions on a variety of topics which all members of the board are invited to attend. The board reviews the personnel and compensation committee’s report on the performance of the Office of the Chairman, the Chief Executive Officer and the Chief Operating Officer in order to ensure that they are providing the best leadership for Citigroup. The board also works with the personnel and compensation committee to evaluate potential successors to the Chief Executive Officer and the Chief Operating Officer.
If an outside director or an immediate family member of a director serves as a director, trustee or executive officer of a foundation, university, or other non-profit organization and such entity receives contributions from Citigroup and/or the Citigroup Foundation, such contributions will be reported to the nomination and governance committee. If the annual contributions exceed the greater of $250,000 or 10% of the annual consolidated gross revenue of such entity, such contributions shall be given special consideration by the nomination and governance committee and the board for purposes of making the independence determination with respect to the director.
If an outside director serves as an executive officer of a foundation, university, or other non-profit organization and such entity has received, within the preceding three years, annual contributions from Citigroup and/or the Citigroup Foundation that exceed the greater of $1 million or 2% of the annual consolidated gross revenue of such entity, such contributions are required to be disclosed in Citigroup’s proxy statement.
The Guidelines affirm Citigroup’s stock ownership commitment, which is described in greater detail in this proxy statement. Citigroup prohibits the repricing of stock options and requires that new equity compensation plans and material revisions to such plans be submitted to stockholders for approval.
The Guidelines restrict certain financial transactions between Citigroup and its subsidiaries and senior management and their immediate families. Personal loans to directors, executive officers, members of the management committee and their immediate family members are permitted only if the loan meets the requirements set forth in the Guidelines, which are described below under Categorical Standards.
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Table of ContentsThe Guidelines prohibit investments by Citigroup or any member of senior management in a partnership or other privately-held entity in which a director is a principal or in a publicly-traded company in which a director owns or controls more than a 10% interest. Directors and their family members are not permitted to receive IPO allocations. Directors and their family members may participate in Citigroup-sponsored investment activities, provided they are offered on the same terms as those offered to similarly situated non-affiliated persons. Under certain circumstances, or with the approval of the appropriate committee, members of senior management may participate in certain Citigroup-sponsored investment opportunities. Finally, there is a prohibition on certain investments by directors and members of senior management in third-party entities when the opportunity comes solely as a result of their position with Citigroup.
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