Majority Voting in Director Elections
Under Colgate’s by-laws, in an uncontested election for directors (i.e., an election where there are the same number of nominees as seats on the Board), directors must be elected by a majority of the votes cast at the meeting. A majority of votes cast is achieved when the number of shares voted “for” a director’s election exceeds 50% of the votes cast with respect to that director’s election. “Votes cast” includes votes for and against each nominee and excludes abstentions.
If a nominee for director who is an incumbent is not re-elected by a majority of the votes cast as set forth above, and no successor has been elected at the meeting, the by-laws require the director to promptly tender his or her resignation to the Board of Directors in accordance with an agreement that each nominee is required to sign in order to be eligible for election or re-election as a director.
The Nominating and Corporate Governance Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation or to take other action. The Board of Directors shall act on the tendered resignation, taking into account the committee’s recommendation, and shall publicly disclose its decision and rationale within 90 days from the date of certification of the election results. The committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate or relevant. The director who tenders his or her resignation shall not participate in the recommendation of the committee or the decision of the Board of Directors with respect to his or her resignation.
If a director’s resignation is accepted by the Board, or if a nominee who is not an incumbent director is not elected, then the Board in its discretion may determine either to fill such vacancy or to reduce the size of the Board.
In contested elections, where there are more nominees than seats on the Board, directors are elected by a plurality vote. This means that the nominees who receive the most votes of all the votes cast for directors will be elected.
Directors Who Change Their Present Job Responsibility
In the event of a material change in a director's qualifications or status, such as a change in employment, he or she is required to offer to resign from the Board. The Nominating and Corporate Governance Committee reviews the desirability of the director’s continued service and makes a recommendation to the Board as to whether or not to accept the offer of resignation, which shall become effective only upon acceptance by the Board.
Term Limits
The Board does not believe it should establish term limits. While term limits can help ensure that there are fresh ideas and viewpoints available to the Board, they have the disadvantage of losing the contribution of directors who have developed, over a period of time, valuable insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole.
Retirement Age
No director may stand for re-election after his or her 72nd birthday (unless such nomination is approved by a majority of the other directors on a case-by-case basis), and no person who has reached the age of 65 may be initially elected to the Board. Additionally, no former CEO may be re-elected to the Board after reaching age 65 (unless a majority of the non-employee directors approves such nomination). The Board believes that these age-related requirements are appropriate, but reserves the right to review and change them at any time.
Directorship Limits
To devote sufficient time to properly discharge their duties, no directors should serve on more than three other corporate boards. Directors are required to seek the approval of the Nominating and Corporate Governance Committee prior to joining any corporate board. For purposes of this paragraph, “corporate boards” shall include boards of public companies and non-public companies with significant business operations other than subsidiaries of public companies.
Functioning of the Board
Frequency and Length of Board Meetings
The Board of Directors currently has seven scheduled meetings per year. Additional meetings may be called by the Chairman, President and CEO at any time or by the Secretary at the request of two directors. Directors are expected to attend Board meetings and meetings of Committees on which they serve and to prepare for such meetings by reviewing the materials distributed in advance of such meetings. The Board’s schedule is arranged to permit extensive discussion of agenda items and other topics of interest to the Directors. At times, Board and Committee meetings are scheduled over a two-day period.
Majority Voting in Director Elections
Under Colgate’s by-laws, in an uncontested election for directors (i.e., an election where there are the same number of nominees as seats on the Board), directors must be elected by a majority of the votes cast at the meeting. A majority of votes cast is achieved when the number of shares voted “for” a director’s election exceeds 50% of the votes cast with respect to that director’s election. “Votes cast” includes votes for and against each nominee and excludes abstentions.
If a nominee for director who is an incumbent is not re-elected by a majority of the votes cast as set forth above, and no successor has been elected at the meeting, the by-laws require the director to promptly tender his or her resignation to the Board of Directors in accordance with an agreement that each nominee is required to sign in order to be eligible for election or re-election as a director.
The Nominating and Corporate Governance Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation or to take other action. The Board of Directors shall act on the tendered resignation, taking into account the committee’s recommendation, and shall publicly disclose its decision and rationale within 90 days from the date of certification of the election results. The committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate or relevant. The director who tenders his or her resignation shall not participate in the recommendation of the committee or the decision of the Board of Directors with respect to his or her resignation.
If a director’s resignation is accepted by the Board, or if a nominee who is not an incumbent director is not elected, then the Board in its discretion may determine either to fill such vacancy or to reduce the size of the Board.
In contested elections, where there are more nominees than seats on the Board, directors are elected by a plurality vote. This means that the nominees who receive the most votes of all the votes cast for directors will be elected.
Directors Who Change Their Present Job Responsibility
In the event of a material change in a director's qualifications or status, such as a change in employment, he or she is required to offer to resign from the Board. The Nominating and Corporate Governance Committee reviews the desirability of the director’s continued service and makes a recommendation to the Board as to whether or not to accept the offer of resignation, which shall become effective only upon acceptance by the Board.
Term Limits
The Board does not believe it should establish term limits. While term limits can help ensure that there are fresh ideas and viewpoints available to the Board, they have the disadvantage of losing the contribution of directors who have developed, over a period of time, valuable insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole.
Retirement Age
No director may stand for re-election after his or her 72nd birthday (unless such nomination is approved by a majority of the other directors on a case-by-case basis), and no person who has reached the age of 65 may be initially elected to the Board. Additionally, no former CEO may be re-elected to the Board after reaching age 65 (unless a majority of the non-employee directors approves such nomination). The Board believes that these age-related requirements are appropriate, but reserves the right to review and change them at any time.
Directorship Limits
To devote sufficient time to properly discharge their duties, no directors should serve on more than three other corporate boards. Directors are required to seek the approval of the Nominating and Corporate Governance Committee prior to joining any corporate board. For purposes of this paragraph, “corporate boards” shall include boards of public companies and non-public companies with significant business operations other than subsidiaries of public companies.
Functioning of the Board
Frequency and Length of Board Meetings
The Board of Directors currently has seven scheduled meetings per year. Additional meetings may be called by the Chairman, President and CEO at any time or by the Secretary at the request of two directors. Directors are expected to attend Board meetings and meetings of Committees on which they serve and to prepare for such meetings by reviewing the materials distributed in advance of such meetings. The Board’s schedule is arranged to permit extensive discussion of agenda items and other topics of interest to the Directors. At times, Board and Committee meetings are scheduled over a two-day period.
การแปล กรุณารอสักครู่..
![](//thimg.ilovetranslation.com/pic/loading_3.gif?v=b9814dd30c1d7c59_8619)