(adopted 2/3/03; last amended 4/26/04)
1. Trustee Qualification Standards
A majority of the members of the Board of Trustees must qualify as independent trustees in accordance with the applicable provisions of the Securities Exchange Act of 1934, and the rules promulgated thereunder and the applicable rules of the New York Stock Exchange.
Trustees are expected to advise the Chairman of the Board and the Chairman of the Nominating & Governance Committee promptly upon accepting any other public company directorship or any assignment to the audit committee or compensation committee of the board of directors of any public company of which such Trustee is a member.
Trustees are expected to report changes in their business or professional affiliations or responsibilities, including retirement, to the Chairman of the Board and the Chairman of the Nominating & Governance Committee. A Trustee should offer to resign if his or her principal occupation or employment changes or if any other change occurs which results in the Nominating & Governance Committee concluding that the Trustee no longer meets the Company’s requirements for service on the Board of Trustees.
No Trustee shall serve as a director, officer or employee of a competitor of the Company.
Other qualifications, powers and responsibilities of Trustees are set forth in the Company’s By-laws, as the same may be amended from time to time.
2. Trustee Responsibilities
Trustees should exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company in a manner consistent with their fiduciary duties. Trustees should regularly attend meetings of the Board of Trustees and of all Board committees upon which they serve. To prepare for meetings, Trustees should review the materials that are sent to Trustees in advance of those meetings.
The Board of Trustees shall at all times maintain an Audit Committee, a Nominating & Governance Committee and a Compensation Committee which must operate in accordance with applicable law, their respective charters as adopted and amended from time to time by the Board, and the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. The Board may also establish such other committees as it deems appropriate and delegate to such committees such authority permitted by applicable law and the Company’s By-laws as the Board sees fit.
Trustees shall preserve the confidentiality of confidential material given or presented to the Board of Trustees.
Trustees must disclose to other Trustees any potential conflicts of interest they may have with respect to any matter under discussion and, if appropriate, refrain from voting on a matter in which they may have a conflict.
Except in unusual circumstances or as required by committee charters or as requested by senior management, Trustees are expected to follow the principle that senior management, as opposed to individual Trustees, provides the public voice of the Company. Trustees receiving inquiries from institutional investors, the press or others should refer them to the Chief Executive Officer, Chief Financial Officer or other appropriate officer of the Company.
The Board believes that Trustees should be shareholders and have a financial stake in the Company. While the Board does not believe it appropriate to specify the level of share ownership for individual Trustees, it is anticipated that each Trustee will develop a meaningful ownership position in the Company over time.
In considering the best long term and short term interests of the Company, Trustees may consider the needs of employees, suppliers and residents of the Company and its subsidiaries, communities in which the Company and its subsidiaries conduct business and other pertinent factors in addition to fulfilling its obligations for increased shareholder value.
3. Lead Independent Trustee.
The Trustees may appoint an independent Trustee to serve as Lead Independent Trustee. The Lead Independent Trustee is expected to:
(a) Review with the Chairman-CEO prior to each Board meeting the appropriate agenda and topics to be discussed;
(b) Review with the Chairman-CEO after each Board meeting whether the agenda objectives were met and assess the overall effectiveness of the Board and Committee meetings;
(c) Organize and preside over executive sessions of the non-management Trustees; and
(d) Once each year, and working with the Compensation Committee, take the lead in performing a review and assessment of the overall performance of the Chairman-CEO and the overall effectiveness of the senior management team.
In addition, the Lead Independent Trustee may from time to time take on such other responsibilities, as the Board of Trustees and the Lead Independent Trustee deem appropriate.
The designation of a trustee as Lead Independent Trustee will be reviewed and renewed annually. The establishment of the role of the Lead Independent Trustee does not diminish the responsibility, authority or right of any other trustee. Although communication among trustees, management and third parties may be facilitated by the Lead Independent Trustee, any trustee may engage in direct communication without the assistance of the Lead Independent Trustee.
4. Executive Sessions.
The non-management Trustees of the Company will schedule regular executive sessions where non-management Trustees (i.e., Trustees who are not Company officers ) meet without management participation. The Lead Independent Trustee shall preside at each executive session. The non-management Trustees shall maintain records of each of their sessions as they deem appropriate. The Board of Trustees or the Company will establish methods by which interested parties may communicate directly with the Lead Independent Trustee or with the non-management Trustees of the Board of Trustees as a group and cause such methods to be disclosed.
5. Trustee Access To Management And Independent Advisors
The Company shall provide each Trustee with complete access to the management of the Company, subject to reasonable advance notice to the Company and reasonable efforts to avoid disruption to the Company’s management, business and operations. The Board and Board committees, to the extent set forth in the applicable committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Company.
6. Trustee Compensation
The Board or an authorized committee thereof will determine and review the form and amount of Trustee compensation, including cash, equity-based awards and other Trustee compensation. In connection with such Trustee compensation, the Board of Trustees will be aware that questions may be raised when Trustees’ fees and benefits exceed what is customary. Similarly, the Board of Trustees will be aware that the independence of Trustees could be questioned if substantial charitable contributions are made to organizations in which a Trustee is affiliated or if the Company enters into consulting contracts with, or provides other indirect compensation to, a Trustee. The Board of Trustees will critically evaluate each of these matters when determining the form and amount of Trustee compensation, and the independence of a Trustee.
7. Trustee Orientation And Continuing Education
The Board of Trustees of the Company will establish, or identify and provide access to, appropriate orientation programs, sessions or materials for newly elected Trustees of the Company for their benefit either prior to or within a reasonable period of time after their nomination or election as a Trustee. The Board of Trustees of the Company will encourage, but not require, Trustees to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of directors of publicly traded companies.
8. Management Evaluation And Succession
The Board of Trustees (not including any members of management of the Company) will conduct an annual review of the performance and compensation of the Chief Executive Officer, taking into account the views and recommendations of the Compensation Committee and Nominating & Governance Committee, as applicable, and as set forth in their respective Charters.
The Board of Trustees will establish and review such formal or informal policies and procedures, consulting with the Nominating & Governance Committee, the Chief Executive Officer and others, as it considers appropriate, regarding succession to the Chief Executive Officer in the event of emergency or retirement.
9. Annual Performance Evaluation Of The Board
The Board of Trustees will conduct a self-evaluation annually to determine whether it and its committees are functioning effectively. The full Board of Trustees will discuss the evaluation report to determine what, if any, action could improve Board and Board committee performance. The Board of Trustees, with the assistance of the Nominating & Governance Committee, as appropriate, shall review these Corporate Governance Guidelines on an annual basis to determinate whether any changes are appropriate.
10. Amendment, Modification And Waiver
These Guidelines may be amended, modified or waived by the Board of Trustees and waivers of these Guidelines may also be granted by the Nominating & Governance Committee, subject to the disclosure and other provisions of the Securities and Exchange Act of 1934, the rules promulgated thereunder and the applicable rules of the New York Stock Exchange.