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This excerpt taken from the M DEF 14A filed Apr 1, 2009. Director Independence Macy’s Corporate Governance Principles require that a majority of the Board consist of directors who the Board has determined do not have any material relationship with Macy’s and are independent. The Board has adopted standards for director independence to assist the Board in determining if a director is independent. These standards, disclosed on Macy’s website at www.macysinc.com/investors/governance, are as follows:
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The Board has determined that each of the following Non-Employee Directors qualifies as independent under New York Stock Exchange (“NYSE”) rules and satisfies Macy’s standards for director independence: Stephen Bollenbach, Deirdre Connelly, Meyer Feldberg, Sara Levinson, Joseph Neubauer, Joseph Pichler, Joyce Roché, Karl von der Heyden, Craig Weatherup and Marna Whittington. To assist the Board in making that determination, the NCG Committee reviewed, among other things, each director’s employment status and other board commitments and, where applicable, each director’s (and his or her immediate family members’) affiliation with consultants, service providers or suppliers of the company. This excerpt taken from the M DEF 14A filed Apr 1, 2008. Director
Independence
Macy’s Corporate Governance Principles require that a
majority of the Board consist of directors who the Board has
determined do not have any material relationship with
Macy’s and are independent. The Board has adopted standards
for director independence to assist the Board in determining if
a director is independent. These standards, disclosed on
Macy’s website at www.macysinc.com/ir/corpgov, are as
follows:
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The Board has determined that each of the following Non-Employee
Directors qualifies as independent under New York Stock Exchange
(“NYSE”) rules and satisfies Macy’s standards for
director independence: Stephen Bollenbach, Deirdre Connelly,
Meyer Feldberg, Sara Levinson, Joseph Neubauer, Joseph Pichler,
Joyce Roché, Karl von der Heyden, Craig Weatherup and Marna
Whittington. To assist the Board in making that determination,
the NCG Committee reviewed, among other things, each
director’s employment status and other board commitments
and, where applicable, each director’s (and his or her
immediate family members’) affiliation with consultants,
service providers or suppliers of the company.
This excerpt taken from the M DEF 14A filed Apr 4, 2007. Director
Independence
Federated’s Corporate Governance Principles require that a
majority of the Board consist of directors who the Board has
determined do not have any material relationship with Federated
and are independent. The Board has adopted standards for
director independence to assist the Board in determining if a
director is independent. These standards are disclosed on
Federated’s website at www.fds.com/ir/corpgov.
The Board has determined that each Non-Employee Director
qualifies as independent under New York Stock Exchange
(“NYSE”) rules and satisfies Federated’s
standards for director independence. To assist the
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Board in making that determination, the NCG Committee reviewed,
among other things, each director’s employment status and
other board commitments and, where applicable, each
director’s (and his or her immediate family members’)
affiliation with consultants, service providers or suppliers of
the company.
During fiscal 2006, the NCG Committee specifically reviewed
whether Mr. Neubauer’s service on the board of
directors of Verizon Communications, Inc. impacted his
independence since Federated purchases telecommunications
network management services from Verizon. The committee focused
on two of the independence standards:
The NCG Committee determined that Mr. Neubauer’s
service on the Verizon board did not result in a failure to meet
either standard because serving as a director of Verizon does
not make him affiliated with Verizon in a “professional
capacity” and he is not an employee or executive officer of
Verizon. The committee then recommended that the Board determine
that Mr. Neubauer qualified as independent.
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