Both the board of directors and management of the company firmly embrace good and accountable corporate governance and believe that an attentive, performing board is a tangible competitive advantage. Director compensation has always been composed of cash and stock-based compensation. Members of the board of directors are appointed after a rigorous selection process with the help of an outside consulting firm designed to create a board with a broad and diverse business experience within and outside the industries in which the company competes.
In addition to the selection process, the board of directors of the company has taken measures to ensure continued high standards for corporate governance:
The Board initially approved Corporate Governance Standards for the board of directors in February 2008 and continues to revise these standards as necessary to conform with any changes in New York Stock Exchange governance standards and other developments. Among other matters, these standards:
confirm that the board of directors has established standing committees, each with a charter approved by the board, to address certain key areas. These committees are the Audit Committee, Compensation and Management Development Committee, Nominating/Corporate Governance Committee and Mergers and Acquisitions Committee;
provide that at least a majority of the directors of the company shall be independent;
provide for an annual determination by the board of directors regarding the independence
of each director;
provide that the Audit Committee, Nominating/Corporate Governance Committee and Compensation and Management Development Committee will consist entirely of independent directors;
provide for an annual assessment by the Nominating/Corporate Governance Committee of the board's effectiveness as a whole, as well as the effectiveness of the individual directors and the board's various committees, including a review of the mix of skills, core competencies and qualifications of members of the board;
provide that the non-management directors shall conduct executive sessions without participation by any employees of the company at each regularly scheduled meeting of the board;
limit the number of public company boards on which a director may sit to four
without board approval;
provide that no more than half of the members of the board may be over 70
years of age; and
provide all proposed related party transactions between the company or any of its subsidiaries and any director or executive officer of the company must be reviewed and approved by the Nominating/Corporate Governance Committee in advance.
The board determines the independence of each of the company's directors based on the standards set forth in the Corporate Governance Standards described above and elects only independent directors as members of the Audit Committee, Nominating/Corporate Governance Committee and Compensation and Management Development Committee. See "Determinations with Respect to Independence of Directors" below.
The board has adopted a Code of Ethical Business Conduct covering, among other matters, conflicts of interest, corporate opportunities, confidentiality, protection and proper use of the company's assets, fair dealing, compliance with laws, including insider trading laws, accuracy and reliability of the company's books and records and reporting of illegal or unethical behavior. This code applies to all directors, officers and other employees of the company, including the company's chief executive officer, chief financial officer and chief accounting officer. The board periodically reviews and makes changes to the code based on recommendations made by the Audit Committee of the board. The company's Code of Ethical Business Conduct constitutes a "code of ethics" within the meaning of Item 406 of the Securities and Exchange Commission's Regulation S-K.
All employees, including the company's chief executive officer, chief financial officer and chief accounting officer, are required to participate in ethics training and abide by the Code of Ethical Business Conduct to ensure that the company's business is conducted in a consistently legal and ethical manner. All members of the board of directors and all officers of the company and its subsidiaries have read and certified their compliance with the code without exception.
Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethical Business Conduct. The Sarbanes-Oxley Act of 2002 requires companies to have procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The company currently has such procedures in place and has effectively and independently addressed concerns raised by employees and others.
Directors may not be given personal loans or extensions of credit by the company, and all directors are required to deal at arm's length with the company and its subsidiaries, and to disclose any circumstance that might be perceived as a conflict of interest.
The company's outside independent registered public accounting firm may not perform any prohibited non-audit services under the Sarbanes-Oxley Act of 2002 and the related SEC rules. In addition, all services from the outside independent registered public accounting firm must be pre-approved by the Audit Committee or its delegate (i.e., the Audit Committee chairman).
The board adopted stock ownership guidelines for the company's directors and executive officers. In general, these standards require non-employee directors to hold restricted stock units (otherwise known as deferred stock awards) granted to them until at least six months after they cease to be directors and that executive officers of the company and its significant sugsidiaries must achieve and maintain a minimum level of stock ownership. The stock ownership guidelines are included in the Corporate Governance Standards.
As part of directors' education, which includes, among other things, regular dedicated sessions regarding the company's businesses and operations, Audit Committee sponsored financial literacy and legal and regulatory compliance training, and participation in company and industry trade events, the board requires each director to attend an outside governance or director-related seminar at least once every three years.
Pursuant to the Foreign Corrupt Practices Act and the Sarbanes-Oxley Act of 2002, the company monitors and enforces policies, and implements a system of internal controls, designed to detect and prevent money laundering, corruption and bribery. Supporting processes include ethics training and certification regarding, among other things, compliance with the Foreign Corrupt Practices Act, documentation, training and testing, new hire criminal background checks and internal audit procedures.
Consistent with the company's commitment to corporate governance, the board and management believe that the foregoing measures, and others that have been taken, place the company in compliance with listing requirements of the New York Stock Exchange, the Sarbanes-Oxley Act of 2002 and related rules of the Securities and Exchange Commission. Copies of the company's Corporate Governance Standards, Code of Ethical Business Conduct and board committee charters are filed or incorporated by reference as exhibits to the company's amended Form 10 registration filing for March 14, 2008, and subsequent annual Form 10-K filings, and are available on the company's Web site at www.hillenbrandinc.com or in print to any shareholder who requests copies through the company's Investor Relations office. Also available on the company's Web site are position specifications adopted by the board for the positions of chief executive officer, chairman of the board of directors and other members of the board of directors.