InvenTrust Properties Corp. (IVT)
Corporate Governance Guidelines
These Corporate Governance Guidelines have been adopted by the Board of Directors (the “Board”) of IVT (the “Company”), and along with the charter of the Company, the Bylaws, the charters of the Board committees and the Code of Ethics and Business Conduct of the Company, provide the framework for the corporate governance of the Company. These guidelines will be reviewed by the Nominating and Corporate Governance Committee of the Board from time to time to ensure that they effectively promote the best interests of the Company and that they comply with all applicable laws and regulations.
The Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the Company’s stockholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.
The Board exercises direct oversight of strategic risks to the Company. The Audit Committee reviews guidelines and policies governing the process by which senior management assesses and manages the Company’s exposure to risk, including the Company’s major financial risk exposures and the steps management takes to monitor and control such exposures. The Compensation Committee oversees risks related to the Company’s compensation policies and practices. Each committee is charged with risk oversight reports to the Board on these matters.
A. Independence of Directors. The Company will have independent directors to the extent required by its charter and under the NYSE’s corporate governance standards. The Company defines an “independent” director in accordance with Section 303A.02 of the NYSE’s Listed Company Manual. The Board shall make an affirmative determination at least annually as to the independence of each director. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board is responsible for determining affirmatively, as to each independent director, that such director has no material relationship with the Company, either directly or as an officer, partner or stockholder of a company that has a relationship with the Company. In making these determinations, the Board will broadly consider all relevant facts and circumstances, including information provided by the directors and the Company with respect to each director’s business and personal activities as they may relate to the Company and the Company’s management. As the concern is independence from management, the Board does not view ownership of even a significant amount of stock, by itself, as a bar to an independence finding.
B. Selection of Chairperson of the Board and Chief Executive Officer. The Board shall select its chairperson (“Chairperson”) and the Company’s Chief Executive Officer (“CEO”) in any way it considers in the best interests of the Company. Therefore, the Board does not have a policy on whether the role of the Chairperson and CEO should be separate or combined.
C. Director Qualification Standards. The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the stockholders those candidates to be nominated for election to the Board. In recommending candidates for election to the Board, the Nominating and Corporate Governance Committee may consider the following criteria, among others the Nominating and Corporate Governance Committee shall deem appropriate:
(i) personal and professional integrity, ethics and values;
(ii) experience in the Company’s industry or familiarity with the issues affecting the Company’s business;
(iii) diversity (including age, gender, ethnic and racial background, viewpoint and experience);
(iv) corporate governance experience;
(v) financial and accounting background;
(vi) existing commitments to other businesses;
(vii) academic expertise in an area of the Company’s operations;
(viii) practical and mature business judgment, including ability to make independent analytical inquiries;
(ix) independence, including absence of any personal or professional conflicts of interests; and
(x) the extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to the needs of the Company.
Each nominee should be committed to devoting the time and attention necessary to fulfill his or her duties to the Company. The Board should monitor the mix of specific experience, qualifications, diversity and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. Stockholders may also nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in the Company’s bylaws and the Nominating and Corporate Governance Committee will consider such nominees’ qualifications.
D. Change in Present Job Responsibility. Directors must notify the Chairperson of the Board and the Chairperson of the Nominating and Corporate Governance Committee upon a significant change of the director’s principal current employer or principal employment, or other similarly significant change in professional occupation or association, and should offer their resignation if in their reasonable judgment any significant change in their professional or personal circumstances makes them unable to devote sufficient time to their responsibilities as a Board member. The Nominating and Corporate Governance Committee shall consider the resignation offer, evaluate the continued appropriateness of Board membership in light of all of the circumstances and make a recommendation to the Board whether to accept such director’s resignation or as to the action, if any, to be taken with respect to such circumstances.
E. Management Director Resignations upon Termination of Employment. The Board has adopted a policy that any Company employee serving as a Director submit an offer of resignation from the Board upon his or her termination of employment. The Nominating and Corporate Governance Committee has responsibility for recommending to the Board whether any such offer should be accepted by the Board.
F. Retirement Age for Directors. The Nominating and Corporate Governance Committee will not recommend for re-election a director following his or her 75th birthday.
G. Term Limits. The Board does not believe that arbitrary term limits on a director’s service are appropriate, nor does it believe that directors should expect to be renominated at the end of their respective terms until they resign or are removed. Directors who have served on the Board for an extended period of time are able to provide valuable insight into the operations and future of the Company based on their experience with an understanding of the Company’s history, policies and objectives. The Board believes that, as an alternative to term limits, it can ensure that the Board continues to evolve and adopt new viewpoints through the evaluation and nomination process described in these guidelines.
H. Director Orientation and Continuing Education. Management, working with the Board, will provide an orientation process for new directors and coordinate director continuing education programs. The orientation programs are designed to familiarize new directors with the Company’s business, strategies and challenges and to assist new directors in developing and maintaining skills necessary or appropriate for the performance of their responsibilities. As appropriate, management shall prepare additional educational sessions for directors on matters relevant to the Company and its business.
I. Lead Director. Whenever the Chairperson of the Board is also the CEO or is a director who does not otherwise qualify as an “independent director”, the independent directors may elect from among themselves a Lead Director who will call and chair the regularly scheduled executive sessions of the independent directors and serve as a non-exclusive liaison among the independent directors and the other Board members. The Company does not currently have a lead independent director.
- Frequency of Meetings. The Board currently plans to have at least four meetings each year, with further meetings to occur (or action to be taken by unanimous written consent) at the discretion of the Board.
- Selection of Board Agenda Items. The CEO and the Chairperson of the Board shall set the agenda for the Board meetings with the understanding that the Board is responsible for providing suggestions for agenda items that are aligned with the advisory and oversight functions of the Board. Agenda items that fall within the scope of responsibilities of a Board committee shall be reviewed with the chairperson of that committee. Any member of the Board may request that an item be included on the agenda.
- Access to Management and Independent Advisors. Board members shall have free access to all members of management and employees of the Company. In addition, as necessary and appropriate, Board members may consult with independent legal, financial, accounting and other advisors, at the Company’s expense, to assist in their duties to the Company.
- Executive Sessions. To ensure free and open discussion and communication among the non-management directors of the Board, the non-management directors will meet regularly in executive session with no members of management present. Independent directors will meet in a private session that excludes management and affiliated directors at least once a year. The Chairperson if a non-management director or, if the Chairperson is not a non- management director, a non-management director designated by the nonmanagement directors or the Lead Director, if any, will preside at the executive sessions.
The business and affairs of the Company shall be managed by or under the direction of the Board in accordance with state and other applicable laws and regulations. In performing their duties, the primary responsibility of the directors is to exercise their business judgment in the best interests of the Company. The Board has developed a number of specific expectations of directors to promote the discharge of this responsibility and the efficient conduct of the Board’s business.
- Commitment and Attendance. All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and any meeting of stockholders. Members are encouraged to attend Board meetings and meetings of committees of which they are members in person but may also attend such meetings by telephone or video conference.
- Participation in Meetings. Each director should be sufficiently familiar with the business of the Company, including its financial statements and capital structure, and the risks and competition it faces, to facilitate active and effective participation in the deliberations of the Board and of each committee on which he or she serves. Management will make appropriate personnel available to answer any questions a director may have about any aspect of the Company’s business. Information regarding the topics to be considered at a meeting is essential to the Board’s understanding of the business and the preparation of the directors for a productive meeting. To the extent feasible, the meeting agenda and any written materials relating to each Board and committee meeting will be distributed to the directors sufficiently in advance of each meeting to allow for meaningful review of such agenda and materials by the directors. Directors should review the materials provided in advance of the meetings of the Board and its Committees and should arrive prepared to discuss the issues presented.
- Duties and Ethics. In their roles as directors, each director has a duty to act in good faith; in a manner he or she reasonably believes to be in the best interest of the Company; and with the care that an ordinarily prudent person in a like position would use in similar circumstances. The Company has adopted a Code of Ethics and Business Conduct (the “Code”), which includes a compliance program to enforce the Code, and directors are expected to be familiar with the Code’s provisions and adhere to the Code.
- Other Directorships and Significant Activities. Serving on the Board requires significant time and attention. Directors are expected to spend the time needed and meet as often as necessary to discharge their responsibilities properly. No member of the Audit Committee may serve on more than three public company audit committees (including the Company’s Audit Committee), unless the Board determines that simultaneous service on additional committees would not impair the ability of the individual to effectively serve on the Audit Committee. In addition, directors who also serve as CEOs or in equivalent positions generally should not serve on more than two public company boards, including the Board, in addition to their employer’s board. Directors should advise the Chairperson, the Chairperson of the Nominating and Corporate Governance Committee and the CEO before accepting membership on other boards of directors.
- Confidentiality. The proceedings and deliberations of the Board and its committees are confidential. Each director shall maintain the confidentiality of information received in connection with his or her service as a director.
- Speaking on behalf of the Company. It is important that the Company speak to its stockholders and other outside constituencies with a single voice, and that management serve as the primary spokesperson. If a situation does arise in which it appears necessary for a non- management director to speak on behalf of the Company, the director should consult with the Chairperson and/or the CEO in advance, and, if possible, management should be present at such meetings.
The Board will have an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee shall have a written charter and shall report regularly to the Board summarizing the committee’s actions and any significant issues considered by the committee. The Board may have additional committees as it deems appropriate.
Each committee member must satisfy the membership requirements set forth in the relevant committee charter. A director may serve on more than one committee.
The Nominating and Corporate Governance Committee shall be responsible for identifying Board members qualified to be members of each standing committee of the Board and recommending that the Board appoint the identified member or members for service on the applicable committee, including to fill vacancies. The Board, taking into account the views of the Chairperson and the Nominating and Corporate Governance Committee, shall designate one member of each committee as chairperson of such committee. Committee chairpersons shall be responsible for setting the agendas for their respective committee meetings.
The Compensation Committee of the Board shall have the responsibility for recommending to the Board compensation for non-management directors. Directors who are employees of the company shall receive no additional compensation for serving as directors. In discharging this duty, the Compensation Committee shall be guided by three goals: director compensation should fairly pay directors for work required in a business of the Company’s size and scope; compensation should align directors’ interests with the long-term interests of stockholders; and the structure of the compensation should be simple, transparent and easy for stockholders to understand. The Compensation Committee shall periodically review non-management director compensation.
Periodically, the Board shall review a succession plan prepared by management under the oversight of the Nominating and Corporate Governance Committee pursuant to its charter. The succession plan should include, among other things, a review and evaluation of the succession plans relating to the CEO and other executive officer positions and based on such review, the Nominating and Corporate Governance Committee shall make recommendations to the Board with respect to the selection of individuals to occupy these positions.
The Board, acting through the Nominating and Corporate Governance Committee, should conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. The Nominating and Corporate Governance Committee should periodically consider the mix of skills and experience that directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively.
Each committee of the Board should conduct a self-evaluation at least annually and report the results to the Board, acting through the Nominating and Corporate Governance Committee.
Anyone who would like to communicate with, or otherwise make his or her concerns known directly to the Chairperson, chairperson of any of the Audit, Nominating and Corporate Governance and Compensation Committees, or to the non-management or independent directors as a group, may do so by (1) addressing such communications or concerns to the Secretary of the Company, InvenTrust Properties Corp. 3025 Highland Parkway, Suite 350, Downers Grove, Illinois 60515, who will forward such communications to the appropriate party, or (2) sending any emails to StockholderCommunications@inventrustproperties.com. Such communications may be done confidentially or anonymously.