Throughout its history, Essendant and its people have been guided by the Company’s values. These values emphasize honesty and integrity, our people, teamwork and respect and dignity for one another, our customers, quality and continuous improvement and accountability. As an essential element of its overall values-based approach, and to promote the best interests of the Company and its stockholders, Essendant also is committed to sound principles of corporate governance and to compliance with the requirements of applicable laws and the rules of The NASDAQ Stock Market®.
During 2006, the Board of Directors updated and affirmed the Company’s Corporate Governance Principles. Together with the Company’s Code of Business Conduct and the charters of the Board’s standing committees, these principles provide a framework for the governance of the Company. The following links provide more information about this governance framework.
Our Corporate Governance Principles address matters such as director independence and qualifications, composition and size of our Board of Directors, director responsibilities, the Board’s access to members of management and independent outside advisors and Board and committee meetings and conduct (including meetings in executive session without the presence of management). These principles also provide for the separation of the positions of Chairman of the Board, who will normally serve as the Company’s lead independent director, from that of its Chief Executive Officer.
Our Code of Business Conduct contains principles that guide the conduct of our business. It is intended to serve as a resource to our people to promote ethical and legal business behavior and deter wrongdoing. This serves as our code of ethics pursuant to Section 406 of the Sarbanes-Oxley Act and related rules of the Securities and Exchange Commission (SEC). As such, it is designed to promote: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; full, fair, timely, accurate and understandable SEC reports and public communications; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of violations; and accountability for adherence to its guidelines.
Our Board of Directors has six standing committees that assist the Board in its oversight responsibilities—the Audit Committee; the Executive Committee; the Finance Committee; the Governance Committee (which serves as a nominating committee); the Human Resources Committee; and the Technology Advisory Committee. The purposes, composition and key responsibilities of each committee, other than the Executive Committee, are described in its respective charter. These charters are accessible by clicking the links below.
- The Audit Committee is composed entirely of independent, non-employee directors. It assists the Board of Directors in its oversight of the Company’s financial reporting processes, including its internal controls systems. This Committee also assists the Board in overseeing the Company’s compliance with applicable legal and regulatory requirements, as well as Company business conduct codes and policies.
- The Executive Committee is authorized to act on behalf of the full Board of Directors, to the extent permitted by applicable law, for example during emergencies or between regularly scheduled Board meetings.
- The Finance Committee is comprised solely of independent, non-employee directors. It reviews and provides guidance to the Company's Board of Directors and management with respect to the Company's present and future capital requirements and opportunities, as well as plans, strategies, policies, proposals and transactions related to corporate finance, including potential acquisitions.
- The Governance Committee consists solely of independent, non-employee directors. Among its responsibilities, the Committee considers and recommends candidates for the Board of Directors, makes recommendations on the appropriate composition of the Board and its Committees, recommends and oversees processes to assess and strengthen Board effectiveness, assists with oversight responsibilities relating to the Company’s chief executive officer, his performance and related succession planning, and advises the Board on governance matters.
- The Human Resources Committee is comprised solely of independent, non-employee directors. It reviews and establishes the compensation for the Company’s chief executive officer and oversees the compensation of the Company’s other executive officers and the development and administration of the Company’s compensation and benefit plans, programs and practices.
- The Technology Advisory Committee is comprised solely of independent, non-employee directors. It assists the Company's Board of Directors in fulfilling its oversight responsibilities relating to: (i) the assessment and management of the Company's information technology (''IT'') assets and systems; (ii) the promotion of an effective, efficient, scalable, flexible, secure and reliable IT infrastructure that enhances the Company's business and interactions with its reseller customers; (iii) the consideration of the impact of emerging IT developments that may affect the Company's IT systems or business; and (iv) the alignment of the Company's IT strategic direction, investment needs and priorities with its overall business strategies.