Good corporate governance for Lexmark goes beyond ensuring that the organization is effective and profitable; a key element to governance is establishing open transparency on the details of the governance structure and composition. Transparency drives accountability, assuring our stakeholders that they can be confident that Lexmark is being managed responsibly.
Extensive supporting documentation on Lexmark’s governance structure, process, and composition is available in our Investor Relations web page, Annual Report/Form 10-K, and Proxy Statement.
- Our Board of Directors’ Corporate Governance and Public Policy Committee periodically reviews the Corporation’s key public policy issues, including its sustainability initiatives and its engagement in the public policy process, in addition to other duties.
- Our executive compensation program includes an annual advisory stockholder vote to approve executive compensation (commonly referred to as “Say on Pay”).
The shareholder-approved Board Declassification is now complete; all Directors elected in 2016 will serve one-year terms.
- Our Board of Directors consists of 12 Directors: eleven are independent non-executive directors and one non-independent - Lexmark Chairman and CEO, Paul Rooke - and 2 (17%) are women.
Directors have limited membership on other public company boards, and all directors attended more than 75 percent of all Board and Committee meetings in 2015.
- No former employees currently serve as directors.
- A vote is held annually to ratify independent auditors.
The Board of Directors is actively engaged in corporate social responsibility topics and has access to executive-level leadership with responsibility for those topics. Sustainability initiatives are lead by Global Corporate Senior Manager of Sustainability, John Gagel; he formally reviews and approves Lexmark’s annual CSR report.
Lexmark’s Corporate Social Responsibility program management is directed by the Lexmark Corporate Sustainability Department and the Sustainability and Corporate Social Responsibility Cross-Functional Council, which is comprised of representation from numerous business areas, such as: Development, Facilities, Human Resources, Supply Base Management, Supply Chain and Marketing.