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SMG » Topics » Committee Charters; Code of Business Conduct and Ethics; Corporate Governance GuidelinesThese excerpts taken from the SMG 10-K filed Dec 3, 2008. Committee
Charters; Code of Business Conduct and Ethics; Corporate
Governance Guidelines
The Board of Directors of the Registrant has adopted charters
for each of the Audit Committee, the Governance and Nominating
Committee, the Compensation and Organization Committee, the
Finance Committee and the Innovation & Technology
Committee as well as Corporate Governance Guidelines as
contemplated by the applicable sections of the New York Stock
Exchange Listed Company Manual.
In accordance with the requirements of Section 303A.10 of
the New York Stock Exchange’s Listed Company Manual, the
Board of Directors of the Registrant has adopted a Code of
Business Conduct and Ethics covering the members of the
Registrant’s Board of Directors and associates (employees)
of the Registrant and its subsidiaries, including, without
limitation, the Registrant’s principal executive officer,
principal financial officer and principal accounting officer.
The Registrant intends to disclose the following events, if they
occur, on its Internet website located at
http://investor.scotts.com
within four business days following their occurrence:
(A) the date and nature of any amendment to a provision of
Scotts Miracle-Gro’s Code of Business Conduct and Ethics
that (i) applies to the Registrant’s principal
executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions, (ii) relates to any element of the code of
ethics definition enumerated in Item 406(b) of SEC
Regulation S-K,
and (iii) is
Table of Contents
not a technical, administrative or other non-substantive
amendment; and (B) a description (including the nature of
the waiver, the name of the person to whom the waiver was
granted and the date of the waiver) of any waiver, including an
implicit waiver, from a provision of the Code of Business
Conduct and Ethics to the Registrant’s principal executive
officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
that relates to one or more of the elements of the code of
ethics definition set forth in Item 406(b) of SEC
Regulation S-K.
The text of the Registrant’s Code of Business Conduct and
Ethics, the Registrant’s Corporate Governance Guidelines,
the Audit Committee charter, the Governance and Nominating
Committee charter, the Compensation and Organization Committee
charter, the Finance Committee charter and the
Innovation & Technology Committee charter are posted
under the “Corporate Governance” link on the
Registrant’s Internet website located at
http://investor.scotts.com.
Interested persons and shareholders of Scotts Miracle-Gro may
also obtain copies of each of these documents without charge by
writing to The Scotts Miracle-Gro Company, Attention: Corporate
Secretary, 14111 Scottslawn Road, Marysville, Ohio 43041. In
addition, a copy of the Code of Business Conduct and Ethics, as
amended on November 2, 2006, is incorporated by reference
in Exhibit 14 to this Annual Report on
Form 10-K.
The information required by Item 402 of SEC
Regulation S-K
is incorporated herein by reference from the disclosures which
will be included under the captions “EXECUTIVE
COMPENSATION” and “NON-EMPLOYEE DIRECTOR
COMPENSATION” in Scotts Miracle-Gro’s Definitive Proxy
Statement.
The information required by Item 407(e)(4) of SEC
Regulation S-K
is incorporated herein by reference from the disclosure which
will be included under the caption “MEETINGS AND COMMITTEES
OF THE BOARD — Compensation and Organization Committee
Interlocks and Insider Participation” in Scotts
Miracle-Gro’s Definitive Proxy Statement.
The information required by Item 407(e)(5) of SEC
Regulation S-K
is incorporated herein by reference from the disclosure which
will be included under the caption “COMPENSATION AND
ORGANIZATION COMMITTEE REPORT” in Scotts Miracle-Gro’s
Definitive Proxy Statement.
Committee Charters; Code of Business Conduct and Ethics; Corporate Governance Guidelines The Board of Directors of the Registrant has adopted charters for each of the Audit Committee, the Governance and Nominating Committee, the Compensation and Organization Committee, the Finance Committee and the Innovation & Technology Committee as well as Corporate Governance Guidelines as contemplated by the applicable sections of the New York Stock Exchange Listed Company Manual. In accordance with the requirements of Section 303A.10 of the New York Stock Exchange’s Listed Company Manual, the Board of Directors of the Registrant has adopted a Code of Business Conduct and Ethics covering the members of the Registrant’s Board of Directors and associates (employees) of the Registrant and its subsidiaries, including, without limitation, the Registrant’s principal executive officer, principal financial officer and principal accounting officer. The Registrant intends to disclose the following events, if they occur, on its Internet website located at http://investor.scotts.com within four business days following their occurrence: (A) the date and nature of any amendment to a provision of Scotts Miracle-Gro’s Code of Business Conduct and Ethics that (i) applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, (ii) relates to any element of the code of ethics definition enumerated in Item 406(b) of SEC Regulation S-K, and (iii) is Table of Contentsnot a technical, administrative or other non-substantive amendment; and (B) a description (including the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver) of any waiver, including an implicit waiver, from a provision of the Code of Business Conduct and Ethics to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, that relates to one or more of the elements of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K. The text of the Registrant’s Code of Business Conduct and Ethics, the Registrant’s Corporate Governance Guidelines, the Audit Committee charter, the Governance and Nominating Committee charter, the Compensation and Organization Committee charter, the Finance Committee charter and the Innovation & Technology Committee charter are posted under the “Corporate Governance” link on the Registrant’s Internet website located at http://investor.scotts.com. Interested persons and shareholders of Scotts Miracle-Gro may also obtain copies of each of these documents without charge by writing to The Scotts Miracle-Gro Company, Attention: Corporate Secretary, 14111 Scottslawn Road, Marysville, Ohio 43041. In addition, a copy of the Code of Business Conduct and Ethics, as amended on November 2, 2006, is incorporated by reference in Exhibit 14 to this Annual Report on Form 10-K.
The information required by Item 402 of SEC Regulation S-K is incorporated herein by reference from the disclosures which will be included under the captions “EXECUTIVE COMPENSATION” and “NON-EMPLOYEE DIRECTOR COMPENSATION” in Scotts Miracle-Gro’s Definitive Proxy Statement. The information required by Item 407(e)(4) of SEC Regulation S-K is incorporated herein by reference from the disclosure which will be included under the caption “MEETINGS AND COMMITTEES OF THE BOARD — Compensation and Organization Committee Interlocks and Insider Participation” in Scotts Miracle-Gro’s Definitive Proxy Statement. The information required by Item 407(e)(5) of SEC Regulation S-K is incorporated herein by reference from the disclosure which will be included under the caption “COMPENSATION AND ORGANIZATION COMMITTEE REPORT” in Scotts Miracle-Gro’s Definitive Proxy Statement.
These excerpts taken from the SMG 10-K filed Nov 25, 2008. Committee
Charters; Code of Business Conduct and Ethics; Corporate
Governance Guidelines
The Board of Directors of the Registrant has adopted charters
for each of the Audit Committee, the Governance and Nominating
Committee, the Compensation and Organization Committee, the
Finance Committee and the Innovation & Technology
Committee as well as Corporate Governance Guidelines as
contemplated by the applicable sections of the New York Stock
Exchange Listed Company Manual.
In accordance with the requirements of Section 303A.10 of
the New York Stock Exchange’s Listed Company Manual, the
Board of Directors of the Registrant has adopted a Code of
Business Conduct and Ethics covering the members of the
Registrant’s Board of Directors and associates (employees)
of the Registrant and its subsidiaries, including, without
limitation, the Registrant’s principal executive officer,
principal financial officer and principal accounting officer.
The Registrant intends to disclose the following events, if they
occur, on its Internet website located at
http://investor.scotts.com
within four business days following their occurrence:
(A) the date and nature of any amendment to a provision of
Scotts Miracle-Gro’s Code of Business Conduct and Ethics
that (i) applies to the Registrant’s principal
executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions, (ii) relates to any element of the code of
ethics definition enumerated in Item 406(b) of SEC
Regulation S-K,
and (iii) is not a technical, administrative or other
non-substantive
Table of Contents
amendment; and (B) a description (including the nature of
the waiver, the name of the person to whom the waiver was
granted and the date of the waiver) of any waiver, including an
implicit waiver, from a provision of the Code of Business
Conduct and Ethics to the Registrant’s principal executive
officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
that relates to one or more of the elements of the code of
ethics definition set forth in Item 406(b) of SEC
Regulation S-K.
The text of the Registrant’s Code of Business Conduct and
Ethics, the Registrant’s Corporate Governance Guidelines,
the Audit Committee charter, the Governance and Nominating
Committee charter, the Compensation and Organization Committee
charter, the Finance Committee charter and the
Innovation & Technology Committee charter are posted
under the “Corporate Governance” link on the
Registrant’s Internet website located at
http://investor.scotts.com.
Interested persons and shareholders of Scotts Miracle-Gro may
also obtain copies of each of these documents without charge by
writing to The Scotts Miracle-Gro Company, Attention: Corporate
Secretary, 14111 Scottslawn Road, Marysville, Ohio 43041. In
addition, a copy of the Code of Business Conduct and Ethics, as
amended on November 2, 2006, is incorporated by reference
in Exhibit 14 to this Annual Report on
Form 10-K.
The information required by Item 402 of SEC
Regulation S-K
is incorporated herein by reference from the disclosures which
will be included under the captions “EXECUTIVE
COMPENSATION” and “NON-EMPLOYEE DIRECTOR
COMPENSATION” in Scotts Miracle-Gro’s Definitive Proxy
Statement.
The information required by Item 407(e)(4) of SEC
Regulation S-K
is incorporated herein by reference from the disclosure which
will be included under the caption “MEETINGS AND COMMITTEES
OF THE BOARD — Compensation and Organization Committee
Interlocks and Insider Participation” in Scotts
Miracle-Gro’s Definitive Proxy Statement.
The information required by Item 407(e)(5) of SEC
Regulation S-K
is incorporated herein by reference from the disclosure which
will be included under the caption “COMPENSATION AND
ORGANIZATION COMMITTEE REPORT” in Scotts Miracle-Gro’s
Definitive Proxy Statement.
Committee Charters; Code of Business Conduct and Ethics; Corporate Governance Guidelines The Board of Directors of the Registrant has adopted charters for each of the Audit Committee, the Governance and Nominating Committee, the Compensation and Organization Committee, the Finance Committee and the Innovation & Technology Committee as well as Corporate Governance Guidelines as contemplated by the applicable sections of the New York Stock Exchange Listed Company Manual. In accordance with the requirements of Section 303A.10 of the New York Stock Exchange’s Listed Company Manual, the Board of Directors of the Registrant has adopted a Code of Business Conduct and Ethics covering the members of the Registrant’s Board of Directors and associates (employees) of the Registrant and its subsidiaries, including, without limitation, the Registrant’s principal executive officer, principal financial officer and principal accounting officer. The Registrant intends to disclose the following events, if they occur, on its Internet website located at http://investor.scotts.com within four business days following their occurrence: (A) the date and nature of any amendment to a provision of Scotts Miracle-Gro’s Code of Business Conduct and Ethics that (i) applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, (ii) relates to any element of the code of ethics definition enumerated in Item 406(b) of SEC Regulation S-K, and (iii) is not a technical, administrative or other non-substantive Table of Contentsamendment; and (B) a description (including the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver) of any waiver, including an implicit waiver, from a provision of the Code of Business Conduct and Ethics to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, that relates to one or more of the elements of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K. The text of the Registrant’s Code of Business Conduct and Ethics, the Registrant’s Corporate Governance Guidelines, the Audit Committee charter, the Governance and Nominating Committee charter, the Compensation and Organization Committee charter, the Finance Committee charter and the Innovation & Technology Committee charter are posted under the “Corporate Governance” link on the Registrant’s Internet website located at http://investor.scotts.com. Interested persons and shareholders of Scotts Miracle-Gro may also obtain copies of each of these documents without charge by writing to The Scotts Miracle-Gro Company, Attention: Corporate Secretary, 14111 Scottslawn Road, Marysville, Ohio 43041. In addition, a copy of the Code of Business Conduct and Ethics, as amended on November 2, 2006, is incorporated by reference in Exhibit 14 to this Annual Report on Form 10-K.
The information required by Item 402 of SEC Regulation S-K is incorporated herein by reference from the disclosures which will be included under the captions “EXECUTIVE COMPENSATION” and “NON-EMPLOYEE DIRECTOR COMPENSATION” in Scotts Miracle-Gro’s Definitive Proxy Statement. The information required by Item 407(e)(4) of SEC Regulation S-K is incorporated herein by reference from the disclosure which will be included under the caption “MEETINGS AND COMMITTEES OF THE BOARD — Compensation and Organization Committee Interlocks and Insider Participation” in Scotts Miracle-Gro’s Definitive Proxy Statement. The information required by Item 407(e)(5) of SEC Regulation S-K is incorporated herein by reference from the disclosure which will be included under the caption “COMPENSATION AND ORGANIZATION COMMITTEE REPORT” in Scotts Miracle-Gro’s Definitive Proxy Statement.
This excerpt taken from the SMG 10-K filed Nov 29, 2007. Committee
Charters; Code of Business Conduct and Ethics; Corporate
Governance Guidelines
The Board of Directors of the Registrant has adopted charters
for each of the Audit Committee, the Governance and Nominating
Committee, the Compensation and Organization Committee, the
Finance Committee and the Innovation & Technology
Committee.
In accordance with the requirements of Section 303A.10 of
the New York Stock Exchange’s Listed Company Manual, the
Board of Directors of the Registrant has adopted a Code of
Business Conduct and Ethics covering the members of the
Registrant’s Board of Directors and associates (employees)
of the Registrant and its subsidiaries, including, without
limitation, the Registrant’s principal executive officer,
principal financial officer and principal accounting officer.
The Registrant intends to disclose the following events, if they
occur, on its Internet website located at
http://investor.scotts.com within four business days following
their occurrence: (A) the date and nature of any amendment
to a provision of Scotts Miracle-Gro’s Code of Business
Conduct and Ethics that (i) applies to the
Registrant’s principal executive officer, principal
financial officer, principal accounting officer or controller,
or persons performing similar functions, (ii) relates to
any element of the code of ethics definition enumerated in
Item 406(b) of SEC
Regulation S-K,
and (iii) is not a technical, administrative or other
non-substantive amendment; and (B) a description (including
the nature of the waiver, the name of the person to whom the
waiver was granted and the date of the waiver) of any waiver,
including an implicit waiver, from a provision of the Code of
Business Conduct and Ethics to the Registrant’s principal
executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions, that relates to one or more of the elements of the
code of ethics definition set forth in Item 406(b) of SEC
Regulation S-K.
The text of the Code of Business Conduct and Ethics, the
Registrant’s Corporate Governance Guidelines, the Audit
Committee charter, the Governance and Nominating Committee
charter, the Compensation and Organization Committee charter,
the Finance Committee charter and the Innovation &
Technology Committee charter are posted under the
“governance” link on the Registrant’s Internet
website located at http://investor.scotts.com. Interested
persons may also obtain copies of each of these documents
without charge by writing to The Scotts Miracle-Gro Company,
Attention: Corporate Secretary, 14111 Scottslawn Road,
Marysville, Ohio 43041. In addition, a copy of the Code of
Business Conduct and Ethics, as amended on November 2,
2006, is incorporated by reference in Exhibit 14 to this
Annual Report on
Form 10-K.
The information required by Item 402 of SEC
Regulation S-K
is incorporated herein by reference from the disclosure which
will be included under the captions “EXECUTIVE
COMPENSATION” and “NON-EMPLOYEE DIRECTOR
COMPENSATION” in Scotts Miracle-Gro’s Definitive Proxy
Statement.
The information required by Item 407(e)(4) of SEC
Regulation S-K
is incorporated herein by reference from the disclosure which
will be included under the caption “MEETINGS AND COMMITTEES
OF THE BOARD — Committees of the Board —
Compensation and Organization Committee Interlocks and Insider
Participation” in Scotts Miracle-Gro’s Definitive
Proxy Statement.
The information required by Item 407(e)(5) of SEC
Regulation S-K
is incorporated herein by reference from the disclosure which
will be included under the caption “COMPENSATION AND
ORGANIZATION COMMITTEE REPORT” in Scotts Miracle-Gro’s
Definitive Proxy Statement.
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