HEIDRICK & STRUGGLES INTERNATIONAL, INC. Corporate Governance Guidelines

Transcription

1 HEIDRICK & STRUGGLES INTERNATIONAL, INC. Crprate Gvernance Guidelines The Heidrick & Struggles Internatinal, Inc. (The Cmpany ) Bard f Directrs (the Bard ) and management believe that the Cmpany, in the interests f its stakehlders, shuld embrace crprate gvernance practices in keeping with ur leadership psitin in ur business and current legislatin and rules. The Cmpany s plicies f crprate gvernance must be rted in and cnsistent with its business prcess. Prcess The Nminating and Bard Gvernance Cmmittee ( NGC ) has been empwered by its charter t develp, review and assess the Crprate Gvernance Guidelines (the Guidelines ) that gvern the practices f the Cmpany s Bard. The NGC reprts its findings and recmmendatins t the Bard fr actin. Practices The Bard f Directrs has adpted these Guidelines t assist it in the exercise f its respnsibilities: Directr Qualificatins. The Chair f the Bard and the Chair f the NGC shall jintly extend invitatins t new nminees t the Bard. The criteria t be used by the NGC fr cnsidering ptential candidates fr electin t the Bard are attached heret as Exhibit A. Bard Independence. A majrity f the members f the Bard f the Cmpany shall qualify as independent directrs in accrdance with the applicable prvisins f the Securities Exchange Act f 1934 (the Exchange Act ), the rules prmulgated thereunder and the applicable rules f The NASDAQ Stck Market, Inc. ( NASDAQ ). The Bard may establish such additinal directr independence guidelines as it may deem necessary and/r desirable frm time t time. Other Bard Memberships/Limits n Directrships. Directrs shall advise the Chair f the Bard and the Chair f the NGC prmptly upn accepting any ther public cmpany directrship r any assignment t the audit cmmittee r cmpensatin cmmittee f the bard f directrs f any public cmpany. In additin, Directrs shall ntify ther cmpanies fr which they serve as a directr, f their membership n the Cmpany s Bard. In additin, n Directr shall be permitted t serve n mre than a ttal f fur public cmpany bards f directrs (nt including bards f subsidiary entities). Resignatin fr Majrity Withheld Vte. In an uncntested electin f Directrs (i.e. an electin in which the nly nminees are thse recmmended by the Bard f Directrs), any nminee fr Directr wh receives a greater number f vtes withheld frm his/her electin than vtes fr his/her electin (a Majrity Withheld Vte ) will tender his/her resignatin t the Chair f the NGC fllwing certificatin f the sharehlder vte. The NGC shall cnsider the tendered resignatin and shall recmmend t the Bard whether t accept r reject the tendered resignatin n later than sixty days fllwing the date f the sharehlders meeting at which the electin ccurred (the Sharehlders Meeting Date ). In cnsidering whether t accept r reject the tendered resignatin, the NGC shall cnsider factrs deemed relevant by the NGC, including, withut limitatin: The Directr s length f service; The Directr s particular qualificatins and cntributins t the Cmpany; The reasns underlying the Majrity Withheld Vte (if knwn) and whether any f these 1

2 reasns can be rectified; and Cmpliance with applicable listing standards and the Guidelines. The Bard shall act n the NGC s recmmendatin n later than ne hundred twenty days fllwing the Sharehlders Meeting Date. In cnsidering the NGC s recmmendatin, the Bard shall cnsider thse factrs cnsidered by the NGC and such additinal infrmatin and factrs that the Bard believes t be relevant. The Cmpany shall publicly disclse the Bard s decisin whether t accept the resignatin as tendered (prviding an explanatin f the prcess by which the decisin was reached and, if applicable, the reasns fr rejecting the tendered resignatin) in a Current Reprt n Frm 8-K filed with the Securities and Exchange Cmmissin (the SEC ). Any Directr wh tenders his r her resignatin pursuant t this prvisin shall nt participate in the NGC deliberatins r Bard cnsideratin regarding whether t accept r reject the tendered resignatin. If a majrity f the members f the NGC receive a Majrity Withheld Vte at the same electin, then the independent Directrs wh did nt receive a Majrity Withheld Vte (r wh were nt standing fr electin) shall frm a special Bard cmmittee slely fr the purpse f cnsidering the tendered resignatin(s) and shall recmmend t the Bard whether t accept r reject them. Changes in Prfessinal Status. When a Directr's principal ccupatin r business assciatin changes significantly (including, withut limitatin, the Chief Executive Officer, and any ther fficer f the Cmpany wh is a Directr, ceasing t cntinue in such psitin) during his r her tenure as a Directr, that Directr shall tender his r her resignatin fr cnsideratin by the NGC. The NGC shall recmmend t the Bard the actin t be taken with respect t the resignatin. Cnflicts. Cnflicts f interest shall be prmptly disclsed pursuant t the Cmpany s Plicy n Reslutin f Cnflicts f Interest fr Directrs and Executive Officers. Cmmittee Structure. The Bard shall at all times maintain an Audit and Finance Cmmittee, a Nminating and Bard Gvernance Cmmittee and a Human Resurces and Cmpensatin Cmmittee, which shall perate in accrdance with applicable law, their respective charters as adpted and amended frm time t time by the Bard, and the applicable rules f the SEC and NASDAQ. The Bard may als establish such ther cmmittees as it deems apprpriate and delegate t such cmmittees such authrity permitted by applicable law and the Cmpany's Amended and Restated By-laws as the Bard sees fit. Each cmmittee shall have a written charter. The NGC shall be respnsible fr the matters set frth in its charter, including (a) identifying and recmmending Directr nminees and (b) addressing crprate gvernance matters affecting the Cmpany. The Cmmittee shall meet at least tw times per year. The Human Resurces and Cmpensatin Cmmittee ( HRCC ) shall be respnsible fr the matters set frth in its charter, including (a) review and prvide guidance n the Cmpany s human resurces and cmpensatin strategies, (b) discharging the Bard s respnsibilities relating t cmpensatin f the Cmpany s executives, and (c) reviewing and apprving a reprt n executive cmpensatin required by the SEC t be included in the Cmpany s annual meeting prxy statement. The HRCC shall meet at least fur times per year. The Audit and Finance Cmmittee ( AFC ) shall be respnsible fr the matters set frth in its charter, including the appintment f, cmpensatin f and versight ver the wrk f the Cmpany s independent auditrs. The AFC shall mnitr (a) the integrity f the financial statements f the Cmpany, (b) the independent public auditr s qualificatins and independence, and (c) the perfrmance f the Cmpany s internal audit functin and 2

3 independent auditrs, including the adequacy and effectiveness f the Cmpany s internal cntrls. The AFC shall review and apprve the reprt required by the rules f the SEC t be included in the Cmpany s annual meeting prxy statement. Cmmittee Independence. The AFC, HRCC, and the NGC shall be cmprised entirely f independent directrs. All cmmittee members shall meet the independence and ther requirements f the applicable cmmittee charter, applicable prvisins f the Exchange Act and NASDAQ listing requirements. Cmmittee Operatin. Each Cmmittee Chair, in cnsultatin with the members f his r her cmmittee, shall determine the frequency and length f their cmmittee meetings, as well as agenda items t be addressed. Lead Directr. In the absence f a nn-executive (i.e independent) Chair f the Bard f Directrs, ne f the independent directrs shall serve as Lead Directr t: (i) preside at the executive sessins f the independent directrs, and (ii) serve as a cntact fr interested parties wh wish t cmmunicate with independent directrs. The Lead Directr shall be elected t the psitin f Lead Directr by the majrity vte f the independent directrs upn the recmmendatin f the NGC. Bard Meeting Agendas and Materials. The agenda items t be cnsidered by the Bard at each f its meetings shall be included in the Bard materials, distributed in advance t Directrs. The Chair f the Bard establishes the agenda items fr each Bard meeting. Each Directr is free t suggest the inclusin f items n the agenda. Infrmatin and data that is imprtant t the Bard's understanding f the business t be discussed at meetings will be distributed in advance f meetings t the extent practicable, except when such material is t sensitive t be put in writing. Executive Sessin. The Bard shall schedule regular executive sessins at which independent Directrs meet withut management participatin. Significant matters discussed shall be cmmunicated t management as determined apprpriate by the members f the Bard attending the meeting. The Chair f the Bard r Lead Directr may call special executive sessins f the Bard. Directr Access t Management and Independent Advisrs. The Cmpany shall prvide each Directr with cmplete access t the management f the Cmpany. The Bard and Bard cmmittees, t the extent set frth in the applicable cmmittee charter r as required by the applicable rules f the SEC r NASDAQ, shall have the right t cnsult and retain independent legal and ther advisrs at the expense f the Cmpany. Directrs Appinted t Fill Vacancies. When a Directr has been elected by the Bard t fill a vacancy created by the resignatin, death r disqualificatin f a Directr, he r she shall have the same remaining term as that f his r her predecessr. Bard Orientatin and Cntinuing Educatin. Directrs shall meet any educatin requirements established by NASDAQ. The Bard r the Cmpany shall establish, r identify and prvide access t, apprpriate rientatin prgrams, sessins r materials fr newly elected Directrs f the Cmpany fr their benefit either prir t r within a reasnable perid f time after their nminatin r electin as a Directr. Annual Bard Perfrmance Review. The Bard and each Cmmittee theref, shall, with the assistance f the NGC, cnduct an annual evaluatin f Bard and Cmmittee perfrmance. Directr Cmpensatin. The NGC shall review annually the frm and amunt f Directr cmpensatin, including cash, equity-based awards and ther cmpensatin and recmmend any 3

4 changes it determines apprpriate t the Bard. N lans may be made t Directrs. Clawback Plicy. The Bard has adpted and will maintain a plicy requiring the recupment f any annual incentive payment r lng-term incentive payment r equity award given during the threeyear perid preceding t any incentive plan participants in the event f restatements f certain financial r ther results where the participant engaged in intentinal miscnduct that caused r cntributed t the need fr restatement. The plicy requires reimbursement t the extent permitted by gverning law and any emplyment arrangements entered int prir t the adptin f the plicy. In perfrming its functins the Bard and its cmmittees shall be entitled t rely n the advice, reprts and pinins f management, cunsel, accuntants, auditrs and ther expert advisrs. Except as therwise prvided in a charter f a cmmittee, the Bard shall have the authrity t select, retain, terminate and apprve the fees and ther retentin terms f its utside advisrs. The Guidelines may be amended, mdified r waived by the Bard and waivers f the Guidelines may als be granted by the NGC, subject t the disclsure and ther prvisins f the Exchange Act, the rules prmulgated thereunder and the applicable rules f NASDAQ. Adpted: Octber 2, 2003 Amended: May 12, 2004 Amended: February 16, 2005 Amended: February 17, 2006 Amended: May 24, 2006 Amended: February 08, 2008 Amended: May 22, 2008 Amended: February 6, 2009 Amended: December 15, 2011 Amended: December 19, 2012 Amended: December 19, 2013 Amended: December 14, 2017 Amended: September 26,

5 EXHIBIT A Criteria fr Cnsidering Directr Nminees In cnsidering ptential candidates fr electin t the Bard, including with respect t incumbent Directrs and sharehlder recmmended candidates, the Nminating and Bard Gvernance Cmmittee shall cnsider, amng ther qualificatins that it deems apprpriate, the fllwing: (1) The ptential candidate s principal emplyment, ccupatin r assciatin invlving an active leadership rle. (2) The ptential candidate s expertise r experience relevant t the Cmpany s business that wuld nt be therwise readily available t the Bard. (3) The ptential candidate s ability t bring diversity t the Bard, including whether the ptential candidate brings cmplementary skills and viewpints. (4) The ptential candidate s time cmmitments, particularly the number f ther bards n which the ptential candidate may serve. (5) The ptential candidate s independence and absence f cnflicts f interest as determined by the Directr Independence Standards, the NASDAQ rules and ther applicable laws, regulatins and rules. (6) The ptential candidate s financial literacy and expertise. (7) The ptential candidate s persnal qualities including strength f character, maturity f thught prcess and judgment, values and ability t wrk cllegially.