About Us
NYSE HSC: 34.25 0.93
as of 3/24/2011 10:44 AM

Corporate Governance

High standards of integrity are an essential foundation of Harsco’s business conduct. To succeed, we must have public confidence and support. To continue to deserve such public trust, the conduct of Harsco and its employees must exceed the minimum. Every officer and employee of Harsco is expected to be guided by the values of integrity and honesty in every aspect of their duties.

Code of Conduct
The basic principles of Harsco’s ethical standards are documented in the Company’s Code of Conduct, which all directors, officers and employees are required to observe. The Code is issued in multiple languages to all Harsco employees throughout the world and supported by regular training programs. An online Intranet training program facilitates new employee orientations and individual refresher training.

 

 
Internal Control Framework
The Harsco Internal Control Framework provides a common understanding of the internal control responsibilities of all Harsco employees. Harsco believes that an effective internal control system is a basic standard for both the operational and financial integrity of results, and is an integral component of a well-managed, quality operation. Harsco’s internal control system is built on a foundation of practices and procedures that promote fraud prevention, fraud detection, and timely and accurate financial reporting. The Internal Control Framework is distributed in multiple languages to all employees with management or administrative responsibilities.
 

Independence Standards for Directors

Click here for the Independence Standards for Directors.

Corporate Governance Principles

The following principles govern the organization and activities of the Harsco Corporation Board of Directors.

Expand/Collapse Tab Board Composition

Expand/Collapse Tab Board Operation and Structure

Number of Meetings
Presently, a schedule of seven regular Board Meetings annually is appropriate. The Chairman has the discretion to call additional meetings as required.

Board Self-Evaluation
The Board will annually assess the performance of the Board as a group and implement any actions deemed necessary for improvement. The Nominating and Corporate Governance Committee shall oversee this process.

Access to Management
Directors shall have free access to management and management information. Members of management will make regular presentations at Board meetings in order to provide particular insights into various aspects of the Company’s business and to provide management with exposure to the Board for purposes of management development.

Access to Experts
The Board and all Committees of the Board shall be entitled, at the expense of the Company, to engage such independent legal, financial and other advisors as they deem appropriate, without consulting or obtaining the approval of any officer of the Company, with respect to any matters subject to their respective authorities.

Board Interaction with Third Parties
The Board believes that management speaks for the Company. Directors may, from time to time, be contacted by institutional investors, other shareholders, sellers of businesses or merger partners, government or community officials, analysts or the press to comment on or discuss the business of the Company. Directors are expected to refrain from communicating with any of the foregoing without prior consultation with the Chairman and/or Chief Executive Officer.

Orientation and Education
New Directors shall participate in an orientation program, which will be conducted as soon as possible after their election or appointment to the Board. The content of the orientation program will be determined by the Chairman in consultation with other senior management of the Company. As part of the Company’s continuing education program, Board members will participate in the Company’s unique mentoring program and will take advantage of such other opportunities as may be made available throughout their terms.

Expand/Collapse Tab Responsibilities of the Board

The primary responsibility of the Board is to oversee and provide direction and counsel to the senior management of the Company. Specifically, this includes, but is not limited to:

  • Overseeing the conduct of the Company’s business to assure that it is being properly managed;
  • Providing advice and counsel to the Chief Executive Officer and other executives of the Company;
  • Reviewing and, where appropriate, approving the Company’s major financial and operational objectives, plans, strategies and actions;
  • Assisting management in the oversight of compliance by the Company with applicable laws and regulations, including in connection with public reporting obligations of the Company;
  • Overseeing management with a goal of ensuring that the assets of the Company are safeguarded through the maintenance of appropriate accounting, financial, and other controls;
  • Regularly evaluating the performance and approving the compensation of the Chief Executive Officer, and in consultation with the Chief Executive Officer, also reviewing the performance of the other members of the Company’s senior management team;
  • Planning for succession with respect to the Chief Executive Officer and monitoring management’s succession planning for other key executives of the Company; and
  • Evaluating and taking steps to maintain the effectiveness of the Board, by recommending appropriate candidates for membership, by establishing appropriate compensation and by regularly reviewing and evaluating the operations of the Board, each Committee and each Board member.

Directors will discharge the above responsibilities by exercising their business judgment in a manner that they believe in good faith is in the best interest of the Company and its shareholders.

Expand/Collapse Tab Meeting Procedures

Information Access and Agenda Items
The Chairman and the Chief Executive Officer have responsibility for formulating the agenda for Board Meetings, with input from other members of the Board. Directors will have access to all of the information that they believe is necessary or useful in fulfilling their duties. The Company’s mentoring program provides directors direct contact with the operating units and assists in conveying information to the Board.

Executive Sessions
Non-management directors will meet, without management present, on such occasions as they deem appropriate in connection with the regularly scheduled Board meetings. Specifically, non-management directors shall meet annually to review the performance of the Chief Executive Officer of the Company. The Board will designate two or more independent directors, including the Lead Director, to review the conclusions of the performance evaluation with the Chief Executive Officer.

Informational Reports to the Board
The Chief Executive Officer and the Chief Financial Officer, the officers responsible for certifying the Company’s financial statements and SEC reports, will present financial performance reports to the Board at each Board Meeting. The Chief Executive Officer will report, or will arrange for other Company management to report to the Board at least annually on succession planning for the Chief Executive Officer and other key management positions, management development and training and the strategic direction of the Company and each of its divisions.

Expand/Collapse Tab Compensation

Board Compensation
The Chairman and Secretary shall annually formulate and present to the Management Development and Compensation Committee for its consideration a recommendation on director compensation based upon industry surveys and other relevant information. The Committee will then make its recommendation to the Board. Directors will not be compensated for services to the Company beyond normal director fees. The Company will not pay fees for professional services (as distinguished from standard per diem director’s fees established by the Board for services rendered in the capacity as directors, e.g. mentoring) to a director or a director’s firm, including law firms, accounting firms, investment banks and the like.

Stockholding Minimums
While the Board encourages directors to be investors in the Corporation, the Board believes it is not appropriate to prescribe a minimum level of stock ownership. The Board believes that the quality of a director’s contribution is not directly correlated to his personal share ownership.

Expand/Collapse Tab Board Committees

Management Development & Compensation Committee

  • T. D. Growcock, Chairman
  • D. H. Pierce
  • R. C. Wilburn

Audit Committee

  • K. G. Eddy, Chairman
  • S. E. Graham
  • H. W. Knueppel
  • A. J. Sordoni, III

Nominating & Corporate Governance Committee

  • S. E. Graham, Chairman
  • K. G. Eddy
  • T. D. Growcock
  • A. J. Sordoni, III 

Number, Structure and Jurisdiction
Currently there are three standing committees of the Board: Audit, Management Development and Compensation, and Nominating and Corporate Governance. The Board may establish other committees from time to time as circumstances dictate.

Appointment and Term Limits
The Nominating and Corporate Governance Committee in consultation with the Chairman will propose Committee assignments and changes thereof from time to time for Board approval, with the aim of matching talents to perceived needs. The Board recognizes the value of director expertise that provides continuity and develops through longevity in Committee service, but also recognizes that periodic rotation may be appropriate to give directors broad exposure to Committee issues.

Independence
The members of the Audit, Management Development and Compensation, and Nominating and Corporate Governance Committee shall be composed of only members who qualify as "independent" directors and at all times meet any other requirements of applicable law and listing standards.

Charters
Each standing Committee shall have a written charter which shall be approved by the full Board and state the purpose of such Committee. Committee charters shall be reviewed on a regular basis to reflect the activities of each of the respective Committees, changes in applicable law or regulations, and other relevant considerations. Proposed revisions to the charter shall be approved by the full Board.

Meetings
The calling of committee meetings and setting of agendas is within the prerogative of the Committee Chairman, with the assistance of the Board Secretary.

Annual Performance Evaluations
The Audit, Management Development and Compensation, and Nominating and Governance Committees will each conduct an annual performance evaluation of its Committee.

Expand/Collapse Tab Contacting Board Members

Contacting Board Members
The Harsco Board of Directors support and encourage shareholders to contact the Board with questions and comments they may have by any of the following methods:

  • Writing the Chairman of the Board at the Harsco Corporate Headquarters (350 Poplar Church Road, Camp Hill, PA 17011).
  • Writing to any individual Board member in care of the Harsco Corporate Secretary (350 Poplar Church Road, Camp Hill, PA  17011). The Corporate Secretary will forward any such correspondence to the appropriate Board member.
  • E-mailing the Board at boardofdirectors@harsco.com

If appropriate, concerns relating to accounting, internal controls or auditing matters will be referred to the Audit Committee; compensation related matters will be referred to the Management Development and Compensation Committee; and inquiries relating to the director nominating process or the governance of the Company will be forwarded to the Nominating and Corporate Governance Committee. Other matters will be referred to the Board of Directors to determine the appropriate handling of the matter.

Your inquiries will be handled in confidence and you may contact the Board anonymously. Your contact will be acknowledged unless you choose to contact the Board anonymously.