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An action should not be taken if its purpose is to reduce accountability to shareowners. 1.4 Accountability to Shareowners: Corporate governance structures and practices should protect and enhance a company's accountability to its shareowners, and ensure that they are treated equally.The policies should also include detailed contact information for at least one independent director (but preferably for the independent board chair and/or the independent lead director and the independent chairs of the audit, compensation and nominating committees).Companies should also establish mechanisms by which shareowners with non-trivial concerns can communicate directly with all directors. The Council posts its corporate governance policies on its Web site (org); it hopes corporate boards will meet or exceed these standards and adopt similarly appropriate additional policies to best protect shareowners'interests.

In contested elections, plurality voting should apply.But any director who does not receive the majority of votes cast should leave the board as soon as practicable.2.3 Independent Board: At least two-thirds of the directors should be independent; their seat on the board should be their only non-trivial professional, familial or financial connection to the corporation, its chairman, CEO or any other executive officer.2.5 All-independent Board Committees: Companies should have audit, nominating and compensation committees, and all members of these committees should be independent.The board (not the CEO) should appoint the committee chairs and members.