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The document outlines Google's corporate governance guidelines, which provide a framework for how the board of directors and management can pursue objectives for stockholders. The board has at least 5 members who are reelected annually. Key duties of the board include overseeing management and evaluating strategy, selecting the CEO, evaluating performance and compensation, succession planning, and ensuring financial reporting integrity. The board has several standing committees including an audit committee and committees for leadership development, nominations, and acquisitions. Director orientation and continuing education is encouraged. The board conducts annual self-assessments and the compensation committee reviews director pay. The guidelines are periodically reviewed.
The document outlines Google's corporate governance guidelines, which provide a framework for how the board of directors and management can pursue objectives for stockholders. The board has at least 5 members who are reelected annually. Key duties of the board include overseeing management and evaluating strategy, selecting the CEO, evaluating performance and compensation, succession planning, and ensuring financial reporting integrity. The board has several standing committees including an audit committee and committees for leadership development, nominations, and acquisitions. Director orientation and continuing education is encouraged. The board conducts annual self-assessments and the compensation committee reviews director pay. The guidelines are periodically reviewed.
The document outlines Google's corporate governance guidelines, which provide a framework for how the board of directors and management can pursue objectives for stockholders. The board has at least 5 members who are reelected annually. Key duties of the board include overseeing management and evaluating strategy, selecting the CEO, evaluating performance and compensation, succession planning, and ensuring financial reporting integrity. The board has several standing committees including an audit committee and committees for leadership development, nominations, and acquisitions. Director orientation and continuing education is encouraged. The board conducts annual self-assessments and the compensation committee reviews director pay. The guidelines are periodically reviewed.
established by the Board of Directors of Google Inc. to provide a structure within which our directors and management can effectively pursue Googles objectives for the benefit of its stockholders. The Board intends that these guidelines serve as a flexible framework within which the Board may conduct its business, not as a set of binding legal obligations. These guidelines should be interpreted in the context of all applicable laws, Googles charter documents and other governing legal documents and company policies.
BOARD STRUCTURE AND
COMPOSITION
Evaluated by the Nominating and Corporate
Governance Committee, the authorized number of directors will be determined from time to time by resolution of the Board, provided the Board consists of at least five members. Directors are reelected each year and the Board does not believe it should establish term limits because directors who have developed increasing insight into Google and its operations over time provide an increasing contribution to the Board as a whole. To ensure the Board continues to generate new ideas and to operate effectively, the Nominating and Corporate Governance Committee shall monitor performance and take steps as necessary regarding continuing director tenure.
PRINCIPAL DUTIES OF THE
BOARD OF DIRECTORS
1. To Oversee Management and Evaluate Strategy.
2. To Select the Chair and Chief Executive Officer. 3. To Evaluate Management Performance and Compensation. 4. To Review Management Succession Planning. 5. To Monitor and Manage Potential Conflicts of Interest. 6. To Ensure the Integrity of Financial Information 7. To Monitor the Effectiveness of Board Governance Practices.
BOARD COMMITTEES
The Board currently has the following standing
committees: Audit Committee Leadership Committee,
Development
and
Compensation
Nominating and Corporate Governance Committee
Acquisition Committee Executive Committee Each committee complies with the independence and other requirements established by applicable law and regulations, including SEC and NASDAQ rules.
DIRECTOR ORIENTATION AND
CONTINUING EDUCATION
Google provides an orientation program for new
directors that includes written materials, oral presentations, and meetings with senior members of management. Accordingly, the Board encourages directors to participate in ongoing education, as well as participation in accredited director education programs. The Board will reimburse directors for expenses incurred in connection with these education programs.
BOARD PERFORMANCE AND
COMPENSATION
The Board develops and maintains a process whereby
the Board, its committees and its members are subject to annualevaluation and self-assessment. The Nominating and Corporate Governance Committee oversees this process.
The Leadership Development and Compensation
Committee of the Board has the responsibility to review and recommend to the Board compensation programs for non-employee directors.
PERIODIC REVIEW OF THE
CORPORATE GOVERNANCE GUIDELINES
These guidelines shall be reviewed periodically by the
Nominating and Corporate Governance Committee (together with the Leadership Development and Compensation Committee, as necessary) and the Board will make appropriate changes based on recommendations from the Committee(s).
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