AMREP CORPORATION CORPORATE GOVERNANCE GUIDELINES
(Adopted July 13, 2004)
(Amended July 2, 2008)
These Board Governance Guidelines, adopted by the Board of Directors of AMREP Corporation, together with the Company's By-Laws and the Charters of its Audit Committee and Compensation and Human Resources Committee form the framework for governance of the Company.
Role of the Board and Management
The Company's business is conducted by its employees, managers and officers, under the oversight of the Board.
Board Meetings - Full Board
1. Number of Meetings. The Board will have four regular meetings each year, generally in March, June or July, September and December, and special meetings from time to time when deemed necessary by the Board or its Executive Committee.
2. Attendance. Board members are expected to attend the Annual Meeting of Shareholders and all meetings of the Board and of the committees on which they serve. Directors must notify the Chairman of the Board of circumstances preventing attendance at a meeting.
3. Agenda. The Chairman of the Board will provide or cause to be provided an agenda for each Board meeting. Each Board member is free to suggest the inclusion of items on the agenda. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting.
4. Meeting Effectiveness. The Chairman of the Board will provide or cause to be provided to Directors in advance of each meeting appropriate preparatory materials, and Directors are expected to review such materials in advance of the meeting.
Board Meetings - Executive Sessions
1. Non-Management Directors. Non-Management Directors (meaning all Directors who are not officers) shall meet regularly, but not less than semi-annually, in executive session without any management personnel present. If the Chairman of the Board is not an officer of the Corporation, that person shall preside at such meetings. If the Chairman of the Board is an officer, another director shall be selected by the non-management directors to preside at such meetings.
2. Independent Directors. If there is a non-management Director who is not independent under the Corporate Governance Standards of the New York Stock Exchange, the independent Directors shall meet in executive session at least semi-annually.
1. Audit Committee. The Board will have at all times an Audit Committee. All of the members of this committee will be independent Directors both under the criteria established by the New York Stock Exchange and under Section 301 of the Sarbanes-Oxley Act of 2002 and the regulations thereunder of the Securities and Exchange Commission.
2. Compensation and Human Resources Committee. The Board will have at all times a Compensation and Human Resources Committee. So long as the Company is a "controlled company" within the meaning of the Corporate Governance Standards of the New York Stock Exchange, the composition of such Committee need not conform to the requirements of such Standards applicable to compensation committees.
3. Other Committees. The Board will have additional standing and temporary committees as the Board from time to time deems appropriate.
Director Access to Management
1. General Access. Directors shall have full and complete access to management of the Company and its subsidiaries, without supervisors of such management present if desired by the Directors.
2. Board Meetings. Either at the request of the Board or as recommended by the Chairman, senior management and other employees will make periodic presentations to, or be included in, discussions at all regular Board meetings.
3. Site Visits. Directors are encouraged to visit the Company's business sites periodically.
1. Non-Employee Directors. Non-employee Directors and committee chairs shall receive reasonable compensation for their services to be determined by the Board.
2. Employee Directors. Directors who are employees are to receive no additional compensation for serving as Directors.
All Directors are urged to continue educating themselves about standards applicable to, and performance by, public company directors.
The Company has not had a CEO since January 1996. All of the Company's businesses operate under the supervision of the Executive Committee of the Board of Directors and its Chairman, who also is Chairman of the Board of Directors. Both operate under the supervision of the Executive Committee of the Board of Directors and its Chairman, who also is Chairman of the Board of Directors.
Annual Performance Evaluation of the Board
The Board shall conduct an annual self-evaluation to determine whether it and its committees are functioning effectively.