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GIS » Topics » Board Independence and Composition

This excerpt taken from the GIS DEF 14A filed Aug 10, 2009.
Board Independence and Composition
 
  •   The board believes that meaningful stockholder participation is critical to the election of directors. Generally, our directors are elected annually by a majority of votes cast. If an incumbent director is not re-elected, the director must promptly offer his or her resignation to the board. The corporate governance committee will recommend to the board whether to accept or reject the resignation, and the board will disclose its decision and the rationale behind it within 90 days from the certification of the election results. If ever there are more director nominees than the number of directors to be elected, the directors will be elected by a plurality of the votes cast.
 
  •   Overall board composition guidelines require expertise in fields relevant to the business of the company; a breadth of experience from a variety of industries and from professional disciplines such as finance, academia, law and government; a diversity of gender, ethnicity, age and geographic location; and a range of tenures on the board to ensure both continuity and fresh perspective. Final approval of director nominees is determined by the full board, based on the recommendation of the corporate governance committee.
 
  •   Well-defined selection criteria for individual directors require independence, integrity, experience and sound judgment in areas relevant to our businesses, a proven record of accomplishment, willingness to speak one’s mind and commit sufficient time to the board, appreciation for the long-term interests of stockholders, the ability to challenge and stimulate management and the ability to work well with fellow directors. The corporate governance committee uses a variety of sources, including executive search firms and stockholder recommendations, to identify director candidates. The corporate governance committee retains any search firms and approves payment of their fees.
 
  •   Board members are expected to devote sufficient time and attention to carrying out their director duties and responsibilities and ensure that their other responsibilities, including service on other boards, do not materially interfere with their responsibilities as directors of the company. Directors must inform the chair of the corporate governance committee in advance of becoming a director and/or member of the audit committee of any other public company. The board will take into account the nature and extent of the director’s other commitments when determining whether it is appropriate to nominate that individual for re-election.
 
  •   The board believes that a substantial majority of its members should be independent, non-employee directors. The board has established guidelines consistent with the current listing standards of the New York Stock Exchange for determining director independence. You can find these guidelines in Appendix A of this proxy statement.


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  •   Director affiliations and transactions are regularly reviewed to ensure there are no conflicts or relationships that might impair a director’s independence from the company, senior management and our independent registered public accounting firm.
 
  •   The board has reviewed transactions between the company and each of our non-employee directors, their immediate family members and affiliated entities within the last three fiscal years, including transactions by which the company has obtained electronics and technical support services from Best Buy, where Mr. Anderson serves as Vice Chairman; educational services from universities where Mr. Danos, Mr. Gilmartin and Mr. Spence serve on the faculties; investment banking and financial services from J.P. Morgan Chase, where Ms. Miller serves as an executive officer; office supplies from Office Depot, where Mr. Odland serves as Chief Executive Officer; and asset management services from a firm in which Ms. Ochoa-Brillembourg has an ownership interest, as described under Certain Relationships and Related Transactions. The board determined that each of these transactions was conducted in the ordinary course of our business and did not create a material relationship between the company and any of the directors involved, according to our independence guidelines.
 
  •   Based on this review, the board has affirmatively determined that the following non-employee directors are independent under our guidelines and as defined by New York Stock Exchange listing standards: Bradbury H. Anderson, R. Kerry Clark, Paul Danos, William T. Esrey, Raymond V. Gilmartin, Judith Richards Hope, Heidi G. Miller, Hilda Ochoa-Brillembourg, Steve Odland, Lois E. Quam, Michael D. Rose, Robert L. Ryan and Dorothy A. Terrell. The board made the same annual determination for A. Michael Spence prior to his retirement on September 22, 2008. The board has also determined that all board committees are composed entirely of independent, non-employee directors.
 
This excerpt taken from the GIS DEF 14A filed Aug 12, 2008.
Board Independence and Composition
 
  •   Stockholders elect all directors annually.
 
  •   The board believes that meaningful stockholder participation is critical to the election of directors. Generally, our directors are elected by a majority of votes cast. If an incumbent director is not re-elected, the director must promptly offer his or her resignation to the board. The corporate governance committee will recommend to the board whether to accept or reject the resignation, and the board will disclose its decision and the rationale behind it within 90 days from the certification of the election results. When there are more director nominees than the number of directors to be elected, the directors will be elected by a plurality of the votes cast.
 
  •   Overall board composition guidelines require expertise in fields relevant to the business of the company; a breadth of experience from a variety of industries and from professional disciplines such as finance, academia, law and government; a diversity of gender, ethnicity, age and geographic location; and a range of tenures on the board to ensure both continuity and fresh perspective. Final approval of director nominees is determined by the full board, based on the recommendation of the corporate governance committee.
 
  •   Well-defined selection criteria for individual directors require independence, integrity, experience and sound judgment in areas relevant to our businesses, a proven record of accomplishment, willingness to speak one’s mind and commit sufficient time to the board, appreciation for the long-term interests of stockholders, the ability to challenge and stimulate management and the ability to work well with fellow directors. The corporate governance committee uses a variety of sources, including executive search firms and stockholder recommendations, to identify director candidates. The corporate governance committee retains any search firms and approves payment of their fees.
 
  •   Board members are expected to devote sufficient time and attention to carrying out their director duties and responsibilities and ensure that their other responsibilities, including service on other boards, do not materially interfere with their responsibilities as directors of the company.


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  •   The board believes that a substantial majority of its members should be independent, non-employee directors. The board has adopted criteria for independence based on those established by the New York Stock Exchange.
 
  •   All board committees are composed entirely of independent, non-employee directors. Committee and committee chair assignments are reviewed annually by the corporate governance committee, which recommends committee rosters to the full board. Assignments are rotated to ensure that each committee has an appropriate mix of tenure and experience.
 
  •   The board has established the following guidelines consistent with the current listing standards of the New York Stock Exchange for determining director independence:
 
  •   A director will not be considered independent if, within the preceding three years:
 
  —   the director was an employee of General Mills, or an immediate family member of the director was an executive officer of General Mills;
 
  —   the director or an immediate family member of the director has received during any 12-month period more than $100,000 in direct compensation from us (other than director fees and pension or other deferred compensation for prior service to us);
 
  —   an executive officer of General Mills was on the compensation committee of a company which, at the same time, employed the director or an immediate family member of the director as an executive officer; or
 
  —   the director was an executive officer or employee of, or an immediate family member of the director was an executive officer of, another company that does business with us and the annual revenue derived from that business by either company accounts for at least (i) $1,000,000 or (ii) 2 percent, whichever is greater, of the annual gross revenues of such company.
 
  •   A director will not be considered independent if:
 
  —   the director or an immediate family member of the director is a current partner of our independent registered public accounting firm;
 
  —   the director is a current employee of our independent registered public accounting firm;
 
  —   an immediate family member of the director is a current employee of our independent registered public accounting firm who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or
 
  —   the director or an immediate family member of the director was, within the preceding three years, a partner or employee of our independent registered public accounting firm and personally worked on our audit within that time.
 
  •   The following commercial or charitable relationships are immaterial and will not, by themselves, impair a director’s independence:
 
  —   a director is an executive officer of another company which is indebted to us, or to which we are indebted, and the total amount of either company’s indebtedness to the other is less than 2 percent of the total consolidated assets of the company for which he or she serves as an executive officer;
 
  —   a director serves as an officer, director or trustee of a charitable organization and our charitable contributions to such organization are less than the greater of (i) $100,000 or (ii) 2 percent of the organization’s total annual charitable receipts; and
 
  —   a director is an executive officer of another company that does business with us and the annual revenue derived from that business by either company accounts for less than


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  (i) $1,000,000 or (ii) 2 percent, whichever is greater, of the annual revenues of such company.
 
  •   For relationships not covered by these guidelines, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, shall be made by the directors who satisfy the independence guidelines set forth above. We will explain in our proxy statement the basis for any determination by the board that a relationship is not material if the relationship does not satisfy one of the specific criteria for immaterial relationships identified above.
 
  •   Audit committee members may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from us (other than director fees and pension or other deferred compensation for prior service to us).
 
  •   Director affiliations and transactions are regularly reviewed to ensure there are no conflicts or relationships that might impair a director’s independence from the company, senior management and our independent registered public accounting firm.
 
  •   The board has reviewed transactions between the company and each of our non-employee directors, their immediate family members and affiliated entities within the last three fiscal years, including transactions by which the company has obtained electronics and technical support services from Best Buy, where Mr. Anderson serves as Chief Executive Officer; educational services from universities where Dean Danos, Mr. Gilmartin and Mr. Spence serve on the faculties; investment banking services from J.P. Morgan Chase and Piper Jaffray, where Ms. Miller and Ms. Quam serve as executive officers, respectively; office supplies from Office Depot, where Mr. Odland serves as Chief Executive Officer; and the transaction involving Ms. Ochoa-Brillembourg described under Certain Relationships and Related Transactions. The board determined that each of these transactions was conducted in the ordinary course of our business and did not create a material relationship between the company and any of the directors involved, according to our independence guidelines.
 
  •   Based on this review, the board has affirmatively determined that the following non-employee directors are independent under our guidelines and as defined by New York Stock Exchange listing standards: Bradbury H. Anderson, Paul Danos, William T. Esrey, Raymond V. Gilmartin, Judith Richards Hope, Heidi G. Miller, Hilda Ochoa-Brillembourg, Steve Odland, Lois E. Quam, Michael D. Rose, Robert L. Ryan, A. Michael Spence and Dorothy A. Terrell. The board has also determined that all board committees are composed entirely of independent, non-employee directors.
 
  •   The corporate governance committee has also reviewed and approved these transactions as described below.
 

EXCERPTS ON THIS PAGE:

DEF 14A
Aug 10, 2009
DEF 14A
Aug 12, 2008

RELATED TOPICS for GIS:

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