CORPORATE GOVERNANCE GUIDELINES
These Corporate Governance Guidelines (the “Guidelines”) comprise a statement of intent by the Board of Directors (the “Board”) of CBIZ, Inc., a Delaware corporation (the “Company”) as to the broad contextual backdrop of the parameters of corporate governance, and as such are not intended to be either all-encompassing or self-limiting. The Board reserves the right to amend, modify, change, or not enforce certain of these Guidelines at any time in the future where such is deemed desirable and/or necessary. Moreover, reasonable exceptions to these Guidelines can be made at the recommendation of the Chief Executive Officer (the “CEO”) and the approval of the Board.
I. DIRECTOR QUALIFICATION STANDARDS
A. Board Membership Criteria
B. Size, Classes and Terms of the Board
II. DIRECTOR RESPONSIBILITIES AND PERFORMANCE
A. Director Duties
B. Meeting Procedures
2. Board Materials Distributed in Advance
3. Evaluation Sessions of Outside Directors
C. Evaluation of Company Officers
D. Director Compensation
Board compensation should be set by the Compensation Committee, and by agreement of the Board, in accordance with its Charter and Compensation Philosophy as set out in the Company’s Proxy Statement. In determining Board compensation, the Compensation Committee and the Board shall be mindful that questions as to directors’ independence may be raised when directors’ fees and emoluments exceed what is customary, when the Company makes substantial charitable contributions to organizations in which a director is affiliated, or when the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director. The Board is obligated to critically evaluate each of these matters when determining the form and amount of director compensation and the independence of a director.
III. DIRECTOR ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS
Board members shall have complete and unfettered access to the Company’s management. Unless excused for reasonable cause, the CEO, the President, the Chief Financial Officer, and the General Counsel and Corporate Secretary, as well as such other members of management as the Board deems necessary, shall attend each Board meeting. The Chairman of the Board, as well as the Chairmen of each of the Audit Committee, Compensation Committee, and Nominating and Governance Committee may designate other individuals to attend Board meetings, as appropriate. It is expected that Company management or staff invited to such meetings will make presentations, respond to inquiries by the directors, or provide information and advice to the directors on specific matters within the attendee’s respective areas of expertise. The Board as a whole, as well as the Audit Committee, Compensation Committee, and Nominating and Governance Committee shall have the ability, at any time, to retain independent outside financial, legal or other advisors, which shall be paid for by the Company.
IV. LEADERSHIP DEVELOPMENT
A. Director Orientation and Continuing Education
The Board and the Company provide an orientation process for new directors that includes the presentation of background material on the Company, its staff, and its markets, meetings with senior management, and visits to Company facilities. The Company encourages, supports, and will pay for continuing education for directors. Opportunities for continuing education shall be periodically brought to the Board’s attention.
B. Management Succession
At least annually the CEO shall review management development and succession planning with the Board. The CEO will provide the Board with recommendations for successors for members of senior management in the event of their unexpected disability or other unavailability to serve.
C. Annual Performance Evaluation of the Board
Each of the Board and its committees shall continuously assess its performance. In addition, each of the Board and its committees shall perform annual written self-assessments. The results of the annual assessments shall be distributed to all directors and committees, and the results shall be discussed with the full Board and the respective committees at least annually. The assessment shall focus on the contribution of the Board and its committees to the Company and attempt to identify methods to improve Board and committee performance. Directors are encouraged to comment on Board or committee performance at any time.