Corporate Governance Principles

Transcription

1 Crprate Gvernance Principles Revised Amphenl s Crprate Gvernance Principles have been apprved by the Bard f Directrs and, tgether with the Cmpany s Certificate f Incrpratin, as amended and/r restated frm time t time, its By Laws, as amended and/r restated frm time t time, its Cde f Business Cnduct and Ethics and the Charters f the Audit Cmmittee, the Nminating and Crprate Gvernance Cmmittee, the Cmpensatin Cmmittee, the Pensin Cmmittee and the Executive Cmmittee f the Bard, frm the framewrk fr the gvernance f the Cmpany. 1. Rle f Bard f Directrs and Management Amphenl s business is cnducted by its fficers, managers and emplyees under the directin f its Chief Executive Officer. The Bard versees strategic, financial and business planning and perfrmance f the Cmpany and, tgether with senir management, wrks t assure that the lng-term interests f stckhlders are being served. The Bard may appint a Presiding Directr whse respnsibilities shall include interfacing with the Chairman f the Bard and/r the Chief Executive Officer, t facilitate and effectuate the decisins and the recmmendatins f the ther independent directrs serving n the Bard. 2. Bard Functins and Respnsibilities The Bard f Directrs meets at least fur times a year t review and discuss the perfrmance f the Cmpany and its shrt and lng term plans and prspects. In additin, the Bard is prepared t meet as ften as is necessary t address any material issues facing the Cmpany. In additin t its general respnsibility fr versight f executive and senir management and the financial well being f the Cmpany, the Bard f Directrs mre specific respnsibilities and functins include: evaluating and cmpensating the Chief Executive Officer; verseeing the develpment and cmpensatin f executive and senir management; reviewing, evaluating and mnitring prpsed majr crprate transactins; assessing material risks t the Cmpany including, withut limitatin, the identificatin and evaluatin f enterprise risk and the cnsideratin f apprpriate risk avidance, mitigatin and respnse strategies; reviewing, evaluating and mnitring the Cmpany s nging respnsibilities t its emplyees, custmers, suppliers and stckhlders; and reviewing, evaluating and mnitring thse systems relating t the Cmpany s cntinuing cmpliance with applicable laws. 1

2 3. Independent Advisrs The Bard and each Cmmittee f the Bard shall have the right at any time t retain independent utside financial, legal r ther advisrs t assist them with their functins and respnsibilities. 4. Bard Member Criteria and Selectin Members f the Bard f Directrs shuld have high prfessinal, business and persnal ethics. They shuld have brad experience at the plicy-making level in business, finance and/r technlgy. They shuld be able t prvide insights and practical pinins based n their educatin, prfessinal training, business experience and expertise. They shuld be cmmitted t enhancing stckhlder value and shuld have sufficient time, energy and interest t carry ut their duties. The Nminating/Crprate Gvernance Cmmittee f the Bard f Directrs is charged with primary respnsibility fr identifying qualified individuals t serve n the Bard f Directrs. In ding s, the Nminating/Crprate Gvernance Cmmittee and the full Bard f Directrs, acting n the recmmendatins f the Cmmittee, shall cnsider nt nly skills, experience and expertise, but als gender, race and culture; it being recgnized that diversity is an imprtant factr t be cnsidered in the identificatin f qualified individuals t serve the Bard f Directrs, the nminatin f Directrs and the cmpsitin f an effective Bard f Directrs. 5. Directr Independence A majrity f the Bard f Directrs will cnsist f independent directrs, as defined by the New Yrk Stck Exchange. T be cnsidered independent a Directr must be determined by the full Bard t have n material relatins with the Cmpany ther than as a Directr. In making its determinatin cncerning the absence f a material relatinship, the Bard f Directrs adheres t all f the specific tests fr independence included in the New Yrk Stck Exchange Listing Standards. The full Bard will als affirmatively determine, as required by the New Yrk Stck Exchange Listing Standards, that the members f varius Cmmittees f the Bard are qualified and independent. 6. Bard Size, Selectin and Term The By-Laws f the Cmpany prvide that the number f Directrs shall be determined by the full Bard. Bard size shall be assessed at least annually by the Nminating/Crprate Gvernance Cmmittee and changes shall be recmmended t the full Bard when apprpriate. If any nminee is unable t serve as a Directr r if any Directr is unable r unwilling t cntinue t serve as a Directr, the full Bard may reduce the number f Directrs r chse a successr Directr. Directrs are elected fr ne year terms by stckhlders at the annual meeting f stckhlders. Stckhlders may prpse nminees fr cnsideratin by the Nminating/Crprate Gvernance Cmmittee by submitting names and supprting infrmatin t: Secretary, Amphenl Crpratin, 358 Hall Avenue, Wallingfrd, Cnnecticut,

3 7. Cmmittees f the Bard f Directrs The Bard has established the fllwing Cmmittees t assist the Bard in discharging its respnsibilities and functins; (a) the Audit Cmmittee, (b) the Cmpensatin Cmmittee, (c) the Executive Cmmittee, (d) the Pensin Cmmittee and (e) the Nminating/Crprate Gvernance Cmmittee. The Cmmittee Chairpersns reprt the highlights f their meetings t the full Bard fllwing each meeting f the respective Cmmittee. The Cmmittees hld meetings in cnjunctin with regularly scheduled meetings f the full Bard, r separately, either in persn r via cnference phne call r, when necessary, undertake actin by Unanimus Written Cnsent. 8. Meeting Agendas The Chairman f the Bard, in cnsultatin with the Chief Executive Officer and the Secretary f the Cmpany, prpses agendas fr Bard Meetings. Each ther Directr is encuraged t prvide feedback n ptential agenda tpics t the Chairman f the Bard r the Chief Executive Officer. The Chairpersn f each Cmmittee, in cnsultatin with the Chief Executive Officer and the Secretary f the Cmpany, prpses agendas fr Cmmittee Meetings. Each ther Cmmittee member is encuraged t prvide feedback n ptential agenda tpics fr his r her respective cmmittee t the Chairman f the Cmmittee. The Chairman f the Bard r the respective Chairpersn f a particular Cmmittee in cnsultatin with the Chief Executive Officer and the Chief Financial Officer and the Secretary determines the nature and extent f infrmatin and materials that are prvided regularly t Directrs r Cmmittee members and any additinal special infrmatin and materials that are t be prvided t Directrs prir t any particular Bard Meeting r Cmmittee Meeting. 9. Nn-Emplyee Directr Sessins Nn-Emplyee Directrs and independent Directrs shall be affrded an pprtunity t meet privately amng themselves, withut management present, at each regularly scheduled full Bard and each Cmmittee Meeting. The Nn-Emplyee Directrs and independent Directrs may als meet withut management present at such ther times as they deem necessary and apprpriate. 10. Self Evaluatin The full Bard and each Cmmittee perfrm an annual self-evaluatin. The individual assessments are summarized fr discussin with the full Bard at such time as the full Bard directs. 11. Business Cnduct and Ethics Cde The Bard expects all Directrs, Officers and emplyees t act ethically at all times and t acknwledge their adherence t the Amphenl Cde f Business Cnduct and Ethics. The Cmpany will nt make persnal lans r extensins f credit t any Directrs r executive fficers. Except as set frth in this paragraph, the Bard will nt permit any waiver f any ethics plicy fr any Directr r executive fficer. If an actual r ptential cnflict f interest arises fr a Directr r an executive fficer, the Directr r executive 3

4 fficer shall prmptly infrm the Chief Executive Officer. If a significant cnflict exists and cannt be reslved, the Chief Executive Officer shuld reprt the matter t the full Bard and the Directr r executive fficer shuld be asked t resign. All Directrs are required t recuse themselves frm any discussin r decisin affecting their persnal, business r prfessinal interests. The full Bard shall be prmptly advised f and shall be required t reslve any actual r ptential cnflict f interest issue invlving the Chief Executive Officer. 12. Reprting f Accunting, Internal Cntrls r Auditing Cncerns The Audit Cmmittee has established prcedures t receive, evaluate and respnd t cmplaints r cncerns regarding accunting, internal cntrls r auditing matters including prcedures fr the cnfidential and annymus submissin by Cmpany emplyees. Cpies f the prcedures are prminently displayed n emplyee bulletin bards thrughut the Cmpany and each emplyee wh wrks in an accunting, finance, auditing r internal cntrl functin in any peratin f the Cmpany is required t prvide a written acknwledgement f his/her receipt, review and understanding f the established reprting prcedures n a peridic basis. 13. Cmmunicatins with Nn-Emplyee Directrs Interested stckhlders wh wish t cmmunicate any cncerns r questins abut the Cmpany t Nn-Emplyee Directrs may d s by U.S. Mail t the Chairman f the Audit Cmmittee f the Bard f Directrs, c/ Secretary, Amphenl Crpratin, 358 Hall Avenue, Wallingfrd, Cnnecticut The Cmpany s Secretary will cmpile any cmmunicatins, summarize lengthy and repetitive cmmunicatins and prmptly frward the same t the Chairman f the Audit Cmmittee. The Cmpany s Secretary will crdinate the delivery f any respnse t the interested stckhlder that the Chairman f the Audit Cmmittee, in cnsultatin with such Nn-Emplyee Directrs as he deems t be necessary and apprpriate. 14. Directr Orientatin and Cntinuing Educatin Amphenl maintains an rientatin and cntinuing educatin prgram that includes regular distributin f financial and business infrmatin and peridic site visits and presentatins by key management emplyees. In additin, the Cmpany supprts cntinuing educatin f Directrs including seminars and prgrams ffered by third parties. 15. Access t Key Management Emplyees Directrs are prvided access t any key management emplyee regarding any questins r cncerns that the Directr may have. 16. Cmpensatin f Directrs Nn-Emplyee Directrs receive cmpensatin that is cmpetitive and intended t facilitate increased wnership f Cmpany stck. Cmpensatin cnsists f a fixed annual fee which Directrs can elect t receive in cash r in phantm share units. The 4

5 Chairpersn f each Cmmittee f the Bard f Directrs receives an additinal annual stipend fr their Cmmittee services. N meeting fees are paid and the Cmpany des nt have a retirement plan r any ther benefit plans fr Directrs. The annual cmpensatin paid t Nn-Emplyee Directrs includes an annual restricted stck award. 17. Management Successin Plan The Bard shall maintain a successin plan fr the Chief Executive Officer and ther executive and senir management emplyees based upn the recmmendatins f the Nminating/Crprate Gvernance Cmmittee. The successin plan shall be reviewed at least annually. 18. Other The Nminating/Crprate Gvernance Cmmittee f the Bard shall review Amphenl s Crprate Gvernance Principles annually and make recmmended changes as it deems apprpriate. 5