Board of Directors' Charter and Corporate Governance Guidelines
Amended By Board Effective June 6, 2013
This Charter and Corporate Governance Guidelines (the “Charter”) have been adopted by the Company’s Board of Directors, acting on the recommendation of its Nominating and Corporate Governance Committee, to assist the Board and its committees in the exercise of their responsibilities. These principles and policies are in addition to and are not intended to change or interpret any Federal or state law or regulation, including the Delaware General Corporation Law, or the Certificate of Incorporation or Bylaws of the Company. The Board of Directors will review this Charter at least annually and, if appropriate, revise this Charter from time to time.
I. Operation of the Board
1. 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 shareowners. 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.
In furtherance of its responsibilities, the Board of Directors will:
- Review, evaluate and approve, on a regular basis, long-range plans for the Company.
- Review, evaluate and approve the Company’s budget and forecasts.
- Review, evaluate and approve major resource allocations and capital investments.
- Review the financial and operating results of the Company.
- Review, evaluate and approve the overall corporate organizational structure, the assignment of senior management responsibilities and plans for senior management development and succession.
- Review, evaluate and approve compensation strategy as it relates to senior management of the Company.
- Adopt, implement and monitor compliance with the Company’s Code of Conduct.
- Review periodically the Company’s corporate objectives and policies relating to social responsibility.
- Review and assess the effectiveness of the Company’s policies and practices with respect to risk assessment and risk management.
2. Board and Committee Meetings; Attendance at Annual Shareowner Meetings
Regular Board meetings will be held approximately four to six times per year, and special meetings will be called as necessary. A schedule of locations of the regular meetings will be provided to the Directors well in advance. Directors are expected to attend Board meetings and meetings of the committees on which they serve. Directors should spend the time necessary and meet as frequently as necessary to properly discharge their responsibilities.
Executive Sessions will generally be held in conjunction with each Board meeting and the Directors will be provided the time and place in advance. Executive Sessions are designed to provide the Directors an opportunity to discuss matters that do not require formal Board action.
The non-management Directors will meet in executive session following or in conjunction with each regular Board meeting, without the Chairman and CEO being present. If the non-management Directors include any directors who are not “independent” pursuant to the Board’s determination of independence, at least one executive session per year will include only independent Directors. The Lead Director will preside at such meetings and his or her role as Lead Director will be disclosed in the Company’s annual proxy statement. In the event the Lead Director is unable to participate in an executive session, the non-management Directors present at such executive session shall choose a non-management Director to preside at such executive session. The Lead Director’s additional responsibilities include: (1) being a member of the Executive Committee; (2) presiding at all meetings of the Board at which the Chairman is not present, (3) serving as a liaison between the chairman and the independent directors, (4) being available to consult with the Chairman and CEO about the concerns of the Board; (5) being available to consult with any of the senior executives of the Company as to any concerns that executive might have, and (6) approving information sent to the Board, meeting agendas for the Board and meeting schedules to assure that there is sufficient time for discussion of all agenda items.
The Chairman, Chief Executive Officer or Committee Chairpersons may from time to time invite corporate officers, other employees and advisors to attend Board or committee meetings whenever deemed appropriate.
Directors are encouraged to attend all annual meetings of shareowners.
3. Agenda Items for Board and Committee Meetings
The Chairman will establish the agenda for each Board meeting. At the beginning of the year the Chairman will establish a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen). Each Director is free to suggest the inclusion of items on the agenda. Each Director is free to raise at any Board meeting subjects that are not on the agenda for that meeting. A detailed agenda and, to the extent feasible, supporting documents and proposed resolutions will be provided to the Directors approximately one week prior to each Board meeting. Directors should review these materials in advance of the meeting. Subject to any applicable notice requirements, Directors having items to suggest for inclusion on the agenda for future Board meetings should advise the Chairman well in advance of such meetings.
The Chairperson of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. The Chairperson of each committee, in consultation with the appropriate members of the committee and management, will develop the committee’s agenda. At the beginning of each year each committee will establish a schedule of agenda subjects to be discussed during the year (to the degree these can be foreseen). A detailed agenda and, to the extent feasible, supporting documents and proposed resolutions will be provided to the committee members approximately one week prior to each committee meeting. Committee members should review these materials in advance of the meeting.
4. Director Compensation
Non-employee Directors shall receive reasonable compensation for their services as such. Directors who are employees of the Company or any of its subsidiaries shall receive no additional compensation for serving as Directors.
The form and amount of Director compensation will be determined by the People and Compensation Committee in accordance with the policies and principles set forth in its charter, and the People and Compensation Committee will conduct an annual review of Director compensation. The People and Compensation Committee will consider that Directors’ independence may be jeopardized if Director compensation and perquisites exceed customary levels or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a Director or an organization with which the Director is affiliated.
5. Director Orientation and Education
Management will provide new Directors with an initial orientation in order to familiarize them with their responsibilities as Directors under law and the New York Stock Exchange Listing Standards, and with the Company and its strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Conduct, its senior management, and its internal and independent auditors.
In order to facilitate the Directors’ fulfillment of their responsibilities regarding continuing education and to enhance each Director’s knowledge of the Company, the Company’s business operations and the latest developments in corporate governance, it is appropriate for management to provide Directors with the following:
- Educational programs supplemental to the initial orientation to explain the Company’s business operations, including its technology, products and market position.
- Access to, or notice of, continuing educational programs that are designed to keep Directors abreast of the latest developments in corporate governance matters and critical issues relating to the operation of public company boards.
- Material that contains information pertaining to (i) the Company’s industry and (ii) comparisons of the Company with its major competitors.
- Periodic visits to operating units, plants and laboratories, normally as part of regularly scheduled Board meetings.
- A legal review for the Board, at least annually, of (i) the status of major litigation, (ii) compliance with significant regulatory requirements affecting the Company and (iii) corporate governance matters.
6. CEO Evaluation and Management Succession
The People and Compensation Committee will conduct an annual review of the Chief Executive Officer’s performance, as set forth in its charter. The Board of Directors will review the People and Compensation Committee’s report in order to ensure that the Chief Executive Officer is providing the best leadership for the Company in the long- and short-term.
The Board will evaluate potential successors and approve management succession strategies and plans for the Chief Executive Officer and other executive officers of the Company. The Chief Executive Officer should at all times make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.
7. 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 not inappropriate, copy the CEO on any written communications between a Director and an officer or employee of the Company.
8. Independent Advisors
The Board and each committee have the power to engage experts or advisors, including independent legal counsel, deemed appropriate by the Board or the committee, without consulting or obtaining the approval of any officer of the Company. The Company will provide for appropriate funding, as determined by the Board or committee, for payment of compensation to any such counsel, experts or advisors retained by the Board or a committee.
II. Board Structure
1. Size of the Board
The Company’s Bylaws prescribe that the number of Directors of the Company which shall constitute the whole Board shall not be less than five nor more than 20. The exact number of Directors within such range shall be fixed from time to time by resolution of the Board. The Board currently believes that the optimum number of directors is between 8 and 16.
2. Selection of Directors
Nominees for directorship will be recommended to the Board by the Nominating and Corporate Governance Committee in accordance with the policies and principles set forth in its charter. The invitation to join the Board should be extended by the Board itself, by the Chairman of the Nominating and Corporate Governance Committee and the Chairman of the Board.
The Board is responsible for nominating members to the Board and for filling vacancies on the Board that may occur between annual meetings of shareowners, in each case based upon the recommendation of the Nominating and Corporate Governance Committee.
3. Director Qualifications
Not more than two members of the Board will fail to meet the criteria for independence established by the New York Stock Exchange. The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. This assessment will include evaluation of the members’ independence, as well as consideration of diversity (including gender, age, ethnic background, geographic origin and professional experience), talent, skills, and other experience in the context of the needs of the Board.
The Board’s standards for determining the independence of a Director are set forth in Attachment A to this Charter. The Nominating and Corporate Governance Committee will review such standards at least annually and recommend any appropriate changes to the Board for consideration.
A description of the desirable characteristics that the Nominating and Corporate Governance Committee and the Board should evaluate when considering candidates for nomination as Directors are set forth on Attachment B to this Charter. The Nominating and Corporate Governance Committee will review such characteristics at least annually and recommend any appropriate changes to the Board for consideration.
4. Director Retirement
The Board’s retirement age policy provides that non-employee Directors will not stand for election for any term that begins after their 75th birthday. Directors who are employees of the Company or any of its subsidiaries will retire from the Board coincident with their retirement as employees.
5. Resignation from the Board
Any Director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the President or the Secretary of the Company. Such resignation shall take effect upon receipt thereof or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
It is the sense of the Board that Directors who change the responsibility they held when they were elected to the Board or who subsequently have another change in responsibility should notify the Chairman of the Board of each such change in responsibility. It is not the sense of the Board that in every instance the Directors who retire or have a change in responsibility from the position they held when they came on the Board should necessarily leave the Board. There should, however, be an opportunity for the Board through the Nominating and Corporate Governance Committee to review the continued appropriateness of Board membership under the circumstances. If the Committee determines that continued Board membership under the circumstances is no longer appropriate, the Director shall resign.
6. Term Limits
The Board does not believe it should establish term limits. Term limits hold the disadvantage of losing the contribution of Directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole.
III. Committees of the Board
A substantial portion of the analysis and work of the Board is done by standing Board committees. The Board has established the following standing committees: Audit and Finance; People and Compensation; Restricted Stock Grant; Nominating and Corporate Governance; Executive; Sustainability and Corporate Responsibility; and Science and Technology. The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.
Committee members will be appointed by the Board upon recommendation of the Nominating and Corporate Governance Committee with consideration of the desires of individual Directors. It is the sense of the Board that consideration should be given to rotating committee members periodically, but the Board does not feel that rotation should be mandated as a policy.
Each committee will have its own charter. The charters will set forth the purposes, goals 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 to the Board.
The Board will have at all times an Audit and Finance Committee, a People and Compensation Committee and a Nominating and Corporate Governance Committee. All of the members of these committees will be independent Directors under the criteria established by the New York Stock Exchange. In addition, the members of the Audit and Finance Committee will also meet the independence requirements of the Securities and Exchange Commission and the experience requirements of the New York Stock Exchange.
IV. Other Board Practices
1. Review of Roles and Responsibilities of Directors
The Chairman of the Board will review with each Director on a periodic basis the performance of each Director’s duties as well as the role and responsibilities of each Director.
2. Board Interaction with Institutional Investors, Analysts, Media, Customers and Members of the Public
Except where directed by the Chief Executive Officer or the Chief Financial Officer of the Company, communications on behalf of the Company with the media, securities analysts, stockbrokers and investors must be made only by specifically designated representatives of the Company. If a Director receives any inquiry relating to the Company from the media, securities analysts, brokers or investors, including informal social contacts, he or she should decline to comment and ask them to call the Company’s Chief Financial Officer or the Public Relations Department.
3. Limitation of Liability
To the extent permitted by Delaware General Corporation Law, a Director will not be liable to the Company or its shareowners. Delaware law currently permits eliminating liability for monetary damages for breach of a Director’s fiduciary duty; it does not permit limiting liability for breach of a Director’s duty of loyalty to the Company or its shareowners or for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law.
4. Performance Evaluation of the Board
The Board of Directors will conduct an annual self-evaluation to determine whether it and its Committees are functioning effectively. The Nominating and Corporate Governance Committee will receive comments from all Directors and report annually to the Board with an assessment of the Board’s performance. The assessment will be discussed with the full Board each year. The assessment will focus on the Board’s contribution to the Company and specifically focus on areas in which the Board or management believes that the Board could improve.
Each standing Committee, other than the Executive and Restricted Stock Grant, shall review and reassess the adequacy of its charter annually and recommend any proposed changes to the Board of Directors for approval. Further, each standing Committee, other than the Executive and Restricted Stock Grant, shall annually review its own performance and report the results to the Board. The Nominating and Corporate Governance Committee shall oversee and report annually to the Board its assessment of each Committee’s performance evaluation process.
5. Charitable Contributions
The Board is committed to maintaining the independence of its independent Directors. In furtherance of this goal, the Board has adopted a policy for Directors requesting or recommending that the Company make charitable contributions to any organization. The Nominating and Corporate Governance Committee will be responsible for the enforcement and periodic review of and updating the policy. In connection with its enforcement of the policy and interpretation and analysis of Directors’ independence, the Nominating and Corporate Governance Committee will consider that substantial charitable contributions made by the Company to organizations with which a Director is affiliated, and charitable contributions made by the Company to certain organizations at the request or recommendation of a Director, could affect the Director’s independence.
6. Prior Notice of Outside Directorships
Directors should carefully consider the number of other boards on which they can serve consistent with the time and energy necessary to satisfy the requirements of Board and Committee memberships. Directors should also carefully consider any actual or apparent conflicts of interest and impairments to independence that service on other boards may create. In furtherance of these considerations, outside directors must notify the Chairman of the Board or the General Counsel in a timely fashion before accepting an invitation to serve on the board of another public company. This prior notice is to allow discussion with the Chairman of the Board and/or the General Counsel to review whether such other service will interfere with the outside Director’s service on the Company’s Board, impact the Director’s status as an independent Director, or create an actual or apparent conflict of interest for the Director.
ATTACHMENT A to Board of Directors’ Charter and Corporate Governance Guidelines
An independent Director is one whom the Board affirmatively determines has no material relationship with the Company (either directly or as a partner, shareowners or officer of an organization that has a relationship with the Company). The Board of Directors has adopted the following categorical standards to assist it in the determination of each Director’s independence. The Board of Directors will determine the independence of any Director with a relationship to the Company that is not covered by these standards and the Company will disclose the basis of such determinations and the identity of all directors who have been determined to be independent in the Company’s annual proxy statements.
A Director will be presumed to be independent if the Director:
- Has not been an employee of the Company for at least three years, other than in the capacity as a former interim Chairman, Chief Executive Officer or other executive officer;
- Has not, within the past three years, worked on the Company’s audit as a partner or employee of a firm that is the Company’s internal or external auditor, and is not a current partner or employee of such a firm;
- Has not, during the last three years, been employed as an executive officer by a company for which an executive officer of the Company concurrently served as a member of such company’s compensation committee;
- Has no immediate family members (i.e., spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who shares the Director’s home) who did not satisfy the foregoing criteria; provided, however, that, with respect to the employment criteria, such Director’s immediate family member may (i) currently serve or have served as an employee (other than as a partner) in a firm that is the Company’s internal or external auditor, unless such family member has personally worked on the Company’s audit during that time; and (ii) currently serve or have served as an employee but not as an executive officer of the Company during such period;
- Has not received, and has no immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company (other than director and committee meeting fees and pension or other deferred compensation for prior service, provided that such compensation is not contingent in any way on continued service); provided, however, that neither compensation received by a Director for former service as an interim Chairman or CEO or other executive officer nor compensation received by a Director’s immediate family member for service as a non-executive employee shall be considered in determining independence;
- Is not a current executive officer or employee, and has no immediate family member who is a current executive officer, of a company that made payments to, or received payments from, the Company for property or services in any of the last three fiscal years in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues as measured against the most recent completed fiscal year;
- Has not been, and has no immediate family member who has been, an executive officer of a foundation, university, non-profit trust or other charitable organization, for which charitable contributions from the Company and its respective trusts or foundations, account or accounted for more than 2% or $1 million, whichever is greater, of such charitable organization’s consolidated gross revenues, in any single of the last three fiscal years, unless the Company discloses all contributions made to the recipient organization in its annual proxy statement; and
- Does not serve, and has no immediate family member who has served, as an executive officer or general partner of an entity that has received an investment from the Company or any of its subsidiaries, unless such investment is less than $1 million or 2% of such entity’s total invested capital, whichever is greater, in any of the last three years.
In addition to the foregoing, in order to be considered independent for purposes of serving on the Company’s Audit and Finance Committee, a member of the Audit and Finance Committee may not, other than in his or her capacity as a member of the Audit and Finance Committee, the Board of Directors, or any other Board committee:
- Accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any subsidiary of the Company, other than in the Director’s capacity as a director or committee member or any pension or other deferred compensation for prior service, provided that such compensation is not contingent in any way on continued service; or
- Be an “affiliated person” of the Company or any subsidiary of the Company, as such term is defined by the Securities and Exchange Commission.
ATTACHMENT B to Board of Directors’ Charter and Corporate Governance Guidelines
Desirable Characteristics of Directors
1. Personal Characteristics
- Integrity and Accountability:
High ethical standards, integrity and strength of character in his or her personal and professional dealings and a willingness to act on and be accountable for his or her decisions.
- Informed Judgment:
Demonstrate intelligence, wisdom and thoughtfulness in decision-making. Demonstrate a willingness to thoroughly discuss issues, ask questions, express reservations and voice dissent.
- Financial Literacy:
An ability to read and understand balance sheets, income and cash flow statements. Understand financial ratios and other indices for evaluating Company performance.
- Mature Confidence:
Assertive, responsible and supportive in dealing with others. Respect for others, openness to others’ opinions and the willingness to listen.
- High Standards:
History of achievements that reflect high standards for himself or herself and others.
2. Core Competencies
- Accounting and Finance:
Experience in financial accounting and corporate finance, especially with respect to trends in debt and equity markets. Familiarity with internal financial controls.
- Business Judgment:
Record of making good business decisions and evidence that duties as a Director will be discharged in good faith and in a manner that is in the best interests of the Company.
Experience in corporate management. Understand management trends in general and in the areas in which the Company conducts its business.
- Crisis Response:
Ability and time to perform during periods of both short-term and prolonged crisis.
Unique experience and skills in an area in which the Company conducts its business, including science, manufacturing and technology relevant to the Company.
- International Markets:
Experience in global markets, international issues and foreign business practices.
Understand and possess skills and have a history of motivating high-performing, talented managers.
- Strategy and Vision:
Skills and capacity to provide strategic insight and direction by encouraging innovations, conceptualizing key trends, evaluating strategic decisions, and challenging the Company to sharpen its vision.
3. Commitment to the Company
- Time and Effort:
Willing to commit the time and energy necessary to satisfy the requirements of Board and Board Committee membership. Expected to attend and participate in all Board meetings and Board Committee meetings in which they are a member. Encouraged to attend all annual meetings of shareowners. A willingness to rigorously prepare prior to each meeting and actively participate in the meeting. Willingness to make himself or herself available to management upon request to provide advice and counsel.
- Awareness and Ongoing Education:
Possess, or be willing to develop, a broad knowledge of both critical issues affecting the Company (including industry-, technology- and market-specific information), and director’s roles and responsibilities (including the general legal principles that guide board members).
- Other Commitments:
In light of other existing commitments, ability to perform adequately as a Director, including preparation for and attendance at Board meetings and annual meetings of the shareowners, and a willingness to do so.
- Stock Ownership:
Complies with the Monsanto Company Executive and Director Stock Ownership Requirements.
4. Team and Company Considerations
- Balancing the Board:
Contributes talent, skills and experience that the Board needs as a team to supplement existing resources and provide talent for future needs.
Contributes to the Board in a way that can enhance perspective and judgment through diversity in gender, age, ethnic background, geographic origin, and professional experience (public, private, and non-profit sectors). Nomination of a candidate should not be based solely on these factors.