JNS » Topics » Governance guidelines and policies

This excerpt taken from the JNS DEF 14A filed Mar 19, 2009.

Governance guidelines and policies

Consistent with the Board's commitment to observing good corporate governance practices, the Board has implemented policies and procedures intended to meet the requirements of the SEC and NYSE rules. As part of the process, the Board has revised and formalized the Company's principles of corporate governance in the form of corporate governance guidelines, reviewed and revised (where appropriate) the charters of the standing committees of the Board, and amended or adopted new policies and practices. Our corporate governance guidelines are available on our Web site (http://ir.janus.com/documents.cfm) or by calling Janus at 888-834-2536. The specific policies and guidelines that have been adopted and other actions taken include the following:

Policies and guidelines:

    At least a majority of the members of the Board are independent (currently 92.9 percent are independent members), and all members of the Nominating, Audit, Compensation and Planning and Strategy Committees are independent.
    The Board and each committee are required to undertake an annual self-evaluation.
    No director may serve for more than five terms of three years each.
    Directors must submit for the Board's consideration a letter of resignation the day before the next Annual Meeting of Shareholders after reaching the age of 72.
    No director may serve on the Board of more than four public companies in addition to Janus.
    No member of the Audit Committee may serve on the audit committee of more than two public companies in addition to Janus.
    The Board shall consider the rotation of Committee chairs after a chairperson has served for three successive years.

Other actions taken:

    At least once every three years, a committee of independent directors will evaluate the Company's shareholder rights plan (last undertaken in October 2007).
    Stock options issued by the Company may not be repriced without approval of the Company's shareholders.
    Each non-executive director is required within three years from appointment to acquire and maintain shares of Janus common stock with a value (based on the value of the shares at the time of acquisition) equal to $250,000. All of the non-executive directors currently satisfy the above ownership requirement except two of our more recently elected directors: Mr. Glenn S. Schafer (elected in December 2007) and Mr. Lawrence E. Kochard (elected in March 2008).
This excerpt taken from the JNS DEF 14A filed Mar 26, 2008.

Governance guidelines and policies

Consistent with the Board's commitment to observing good corporate governance practices, the Board has implemented policies and procedures intended to meet the requirements of the SEC and NYSE rules. As part of the process, the Board has revised and formalized the Company's principles of corporate governance in the form of corporate governance guidelines, reviewed and revised (where appropriate) the charters of the standing committees of the Board, and amended or adopted new policies and practices. Our corporate governance guidelines are available on our Web site (http://ir.janus.com/governance.cfm) or

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by calling Janus at 888-834-2536. The specific policies and guidelines that have been adopted and other actions taken include the following:

Policies and guidelines:

    At least a majority of the members of the Board are independent (currently 85.7 percent are independent members), and all members of the Nominating, Audit and Compensation committees are independent.
    The Board and each committee are required to undertake an annual self-evaluation.
    No director may serve for more than five terms of three years each.
    Directors are required to submit a letter of resignation at the first meeting after reaching the age of 72.
    No director may serve on the Board of more than four public companies in addition to Janus.
    No member of the Audit Committee may serve on the audit committee of more than two public companies in addition to Janus.
    The Board shall consider the rotation of Committee chairs after a chairperson has served for three successive years.

Other actions taken:

    At least once every three years, a committee of independent directors will evaluate the Company's shareholder rights plan (last undertaken in October 2007).
    Stock options issued by the Company may not be re-priced without approval of the Company's shareholders.
    Each non-executive director is required within three years from appointment to acquire and maintain shares of Janus common stock with a value (based on the value of the shares at the time of acquisition) equal to $250,000. All of the non-executive directors currently satisfy the above ownership requirement except our four most recently elected directors: Mr. Glenn S. Schafer (elected in December 2007), Mr. Timothy K. Armour (elected in March 2008), Mr. Jeffrey J. Diermeier (elected in March 2008) and Mr. Lawrence E. Kochard (elected in March 2008).
This excerpt taken from the JNS DEF 14A filed Mar 26, 2007.

Governance Guidelines and Policies

Consistent with the Board's commitment to observing good corporate governance practices, the Board has implemented policies and procedures intended to meet the requirements of the SEC and NYSE rules. As part of the process, the Board has revised and formalized the Company's principles of corporate governance in the form of corporate governance guidelines, reviewed and revised (where appropriate) the charters of the standing committees of the Board, and adopted new policies and practices. We post our corporate governance guidelines on the Company's Web site (http://ir.janus.com/governance.cfm). The specific policies and guidelines that have been adopted and other actions taken include the following:

Policies and guidelines:

    At least a majority of the members of the Board are independent (currently 82 percent are independent members), and all members of the Nominating and Corporate Governance, Audit and Compensation Committees are independent.
    The Board and each committee are required to undertake an annual self-evaluation.
    No director may serve for more than five terms of three years each.
    Directors are required to submit a letter of resignation at the first meeting after reaching the age of 72.
    No director may serve on the Board of more than four public companies other than the Company.
    No member of the Audit Committee may serve on the audit committee of more than two public companies (in addition to the Company).
    The Board shall consider the rotation of Committee chairs after a chairperson has served for three successive years.

Other actions taken:

    At least once every three years, a committee of independent directors will evaluate the Company's shareholder rights plan.
    Options issued by the Company may not be re-priced without approval of the Company's shareholders.
    Each non-executive director is required over the course of several years to acquire and maintain shares of Company common stock with a value (based on the value of the shares at the time of

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      acquisition) equal to five times the annual cash retainer paid to directors for their service on the Board (currently $50,000 per year). All of the non-executive directors currently satisfy the above ownership requirement, except our two most recently elected directors, Mr. J. Richard Fredericks (elected in October 2006) and Mr. Jock Patton (elected in March 2007).

This excerpt taken from the JNS DEF 14A filed Mar 22, 2006.

Governance Guidelines and Policies

Consistent with the Board's commitment to observing good corporate governance practices, the Board has implemented policies and procedures intended to meet the requirements of the SEC and NYSE rules. As part of the process, the Board has revised and formalized the Company's principles of corporate governance in the form of corporate governance guidelines, reviewed and revised (where appropriate) the charters of the standing committees of the Board, and adopted new policies and practices. The Company's corporate governance guidelines are posted on the Company's Web site (http://ir.janus.com/governance.cfm). The specific policies and guidelines that have been adopted and other actions taken include the following:

              Policies and guidelines:

    At least a majority of the members of the Board are independent (currently eighty percent (80%) are independent members), and all members of the Nominating and Corporate Governance, Audit and Compensation Committees are independent.

    The Board and each committee are required to undertake an annual self-evaluation.

    No director may serve for more than five terms of three years each.

    Directors are required to submit a letter of resignation at the first meeting after reaching the age of 72.

    No director may serve on the Board of more than four public companies other than the Company.

    No member of the Audit Committee may serve on the audit committee of more than two public companies (in addition to the Company).

    The Board shall consider the rotation of Committee chairs after a chairperson has served for three successive years.

              Other actions taken:

    Each non-executive director is required over the course of several years to acquire and maintain shares of Company common stock with a value (based on the value of the shares at the time of acquisition) equal to five times the annual cash retainer paid to directors for their service on the Board, and the Company imposes a 50% holding requirement on each stock grant to facilitate such requirement.

    At least once every three years, a committee of independent directors will evaluate the Company's shareholder rights plan.

    Options issued by the Company may not be re-priced without approval of the Company's shareholders.
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