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QUICK FACTS |
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Net Sales - 2007 Headquarters Established Publicly Held President and CEO Vice President
and CFO |
AMCOL International
Corporate Governance Guidelines
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Director Qualifications
The Board will be composed of a majority of directors who meet the criteria for independence required by any applicable laws, rules and regulations.
No director may serve on more than three other public company boards. Directors should advise the Chairman of the Board and the Chairman of the Nominating and Governance Committee in advance of accepting an invitation to serve on another public company board. Directors shall resign from the Board of Directors effective as of the annual meeting of stockholders following the date on which they reach the age of 70. -
Director Responsibilities
The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors.
Directors are expected to attend Board and shareholder meetings and meetings of committees on which they serve to the extent they are reasonably able and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Information and data that are important to the directors’ understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors before the meeting (whenever practicable), and directors should review these materials in advance of the meeting. Any non-management or independent director may request that the Company Secretary call a meeting of the non-management directors on three (3) days notice.
The non-management directors will meet in regularly scheduled executive sessions without management. The directors who shall preside at any such meeting shall be the Chairman of the Audit, Compensation, Nominating and Governance, and Executive Committees, who shall preside at any such meeting in the first, second, third and fourth calendar quarter of each year respectively.
If the group of non-management directors meeting in their regularly scheduled session includes directors that are not independent under Section 303A of the NYSE Listed Company Manual, at least once a year there shall be an executive session including only independent directors.
The directors shall be entitled to Company-purchased directors’ and officers’ liability insurance on their behalf, the benefits of indemnification to the fullest extent permitted by law and the Company’s charter, bylaws and any indemnification agreements, and to exculpation as provided by state law and the Company’s charter. -
Board Committees
The Board will have at all times an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. All of the members of these committees will be independent directors under the criteria established by applicable laws, rules and regulations.
Each committee will have its own charter. The charters will set forth the purposes and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations, and committee reporting procedures to the Board. The charters will also provide that each committee will annually evaluate its performance.
The Board may, from time to time, establish or maintain additional committees as necessary or appropriate. -
Director Access to Officers and Employees
Directors have full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes to initiate may be arranged through the CEO or the Secretary or directly by the director. The directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Company and will, to the extent appropriate, copy the CEO on any written communications between a director and an officer or employee of the Company. -
Director Access to Independent Advisors
In carrying out its responsibilities, the Board of Directors shall have authority to retain independent advisors, at the Company’s expense, as it deems necessary and appropriate. -
Director Compensation
The form and amount of director compensation will be recommended by the Compensation Committee, and ratified by the Board, in accordance with the policies and principles set forth in the Compensation Committee’s charter. Such policies and principles shall be reviewed by the Compensation Committee as appropriate. A review of director compensation will be conducted annually by the Compensation Committee. -
Director Orientation and Continuing Education
All new directors must participate in the Company’s Director Orientation Program, which should be conducted within two months of the annual meeting of stockholders at which new directors are elected. -
CEO Evaluation
The Compensation Committee will conduct an annual review of the CEO’s performance, as set forth in its charter. The Board of Directors will review the Compensation Committee’s report in order to ensure that the CEO is providing the best leadership for the Company in the long and short term. -
Management Succession
The Board of Directors receives recommendations from the Compensation Committee regarding succession planning relating to the CEO and consults with the CEO on succession planning for other members of senior management. As part of this effort, the Compensation Committee and Board of Directors establish policies and principles for CEO selection and performance review, as well as succession in the event of an emergency or retirement of the CEO. -
Annual Performance Evaluation
The Board of Directors will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively.
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