Sound corporate governance, including effective oversight, accountability and transparency, is the foundation of sustainable long-term success. Our commitment to Corporate Governance Excellence has enabled our company to grow and flourish as we fulfill our mission of providing the highest quality products and services to our customers while delivering value to our shareholders, people, business partners and the communities we serve.

 

2020 Highlights

Shareholder ESG Engagement
We continued our corporate governance outreach efforts in 2020 and early 2021 and reached out to shareholders representing approximately 60% of our outstanding shares in order to foster and deepen relationships with the governance teams of our largest shareholders. Our discussions centered on the company’s ESG efforts, including sustainability, carbon reduction, diversity and inclusion, culture, executive compensation and corporate governance matters, as well as the company’s response to the COVID-19 pandemic and the steps we have taken to protect the health and safety of our employees. We update the Board on our conversations with shareholders, and our directors take into account shareholder feedback when making decisions regarding the company’s policies and practices. We value the views of our shareholders and believe these dialogues are critically important to ensuring that we remain aligned with their interests.

Adoption of Proxy Access
In early 2020, following discussions with certain of our shareholders, our Board adopted a proxy access bylaw provision, which permits a shareholder, or a group of up to 20 shareholders, owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of (a) two individuals and (b) 20% of the total number of directors serving on the board of directors (rounded down to the nearest whole number), subject to certain limitations and provided that the requirements set forth in our bylaws are satisfied.

Corporate Governance Guidelines
In December 2020, the Board revised our Corporate Governance Guidelines to underscore the Board’s commitment to actively seeking out diverse Board candidates, including qualified women and individuals from minority groups. In addition, the Board approved protections against “overboarding” by our directors. Specifically, directors who also serve as executive officers of public companies may not serve on more than two total public company boards (including our Board), and other directors may not serve on more than four total public company boards (including our Board). We believe formalizing these practices in our Corporate Governance Guidelines reflects our Board’s commitment to diverse representation and maintaining a strong, engaged and well-balanced Board with adequate time to fulfill their duties on our Board.

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Visit the Data Dashboard for a summary of our Governance policies.

 

Califonia

Azusa

Western

Our Business Conduct Policy applies to all employees and directors and deals with a variety of critical corporate compliance issues, including conflicts of interest, harassment, adherence to all laws and regulations, confidentiality of company information, fair dealing and use of company assets.

Embracing best practices to ensure shareholder value.

We have adopted Corporate Governance Guidelines that provide a framework for the effective governance of our company.  These Guidelines build on practices we have followed for many years and underscore our continuing commitment to excellence in corporate governance. Our independent Board, with recommendations from its Governance Committee, regularly reviews corporate governance developments and adopts appropriate practices as needed.

Our Business Conduct Policy applies to all employees and directors and deals with a variety of critical corporate compliance issues, including conflicts of interest, harassment, adherence to all laws and regulations – including appropriate and lawful interactions with elected officials and governmental entities both national and foreign – confidentiality of company information, fair dealing and use of company assets. All employees and directors are required to abide at all times by our Business Conduct Policy and are required to complete training and a comprehensive questionnaire regarding their personal compliance with the Policy. They are also encouraged to report any illegal or unethical behavior of which they become aware.

Our Board has also adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers, covering such topics as financial reporting, conflicts of interest and compliance with laws.

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Ensuring Compliance with the Business Conduct Policy

All employees and directors are required to complete training and a comprehensive questionnaire regarding their personal compliance with the Policy.

Maintaining Safe business conduct complaint mechanisms

We foster an environment for employees to act appropriately and legally and to provide the Company with information necessary to investigate and correct potential issues without fear of retaliation.

More Commitments

Safety & Health

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Environmental Stewardship

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People

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Community

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