The Board of Directors of Steelcase Inc. (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
As chair of the company's board of directors, I am proud of the strength and effectiveness of our commitment to excellence in corporate governance at Steelcase.
The company earned its outstanding reputation for honesty, integrity and respecting and balancing our various stakeholders' interests during the first 86 years of its existence as a privately held company. Since becoming a public company in 1998, our Board has continued those traditions.
Our Board is composed of eleven members, ten of whom are independent. Our directors have diverse professional and personal experience. Together with our legacy of family ownership - and the long-term perspective, insight and knowledge that brings - with that of directors with expertise in other industries, our board has a very effective and balanced perspective. The unique blend of third-generation family members and those with expertise in other business sectors has resulted in a dynamic board of curious, demanding and independent thinkers, who have an unwavering focus on achieving long-term shareholder value.
The Board's commitment to excellence and integrity in the area of corporate governance was formalized on December 18, 2002, when it adopted a written statement of Corporate Governance Principles. Those principles, along with our core values and the other components of our corporate governance program, reflect the way the company has operated since 1912. They also describe the ways in which we will meet or exceed shareholder expectations in corporate governance standards that are vital in today's world.
The key elements of our corporate governance program include the charters, governance principles and board policies that are accessible on this site. The Board's objectives in adopting the program are to clearly reflect its commitment to:
Nominating directors who can serve as strong, effective shareholder representatives, with experience and qualifications that significantly enhance the board's effectiveness in fulfilling its oversight and fiduciary responsibilities
Promoting and strengthening the relationship between directors, management, shareholders and other stakeholders by ensuring that information is shared in transparent ways,
Ensuring the investment of the time and effort necessary to conduct the company's business in ways that promote effective decision-making and implementation of business strategies and objectives that are consistent with the long-term interests of shareholders and other stakeholders
The Nominating and Corporate Governance Committee leads the process of evaluation, recommendation, implementation and measurement of compliance with corporate governance principles. The committee leads the annual board and board committees' performance self-evaluation processes and continues to search for world-class governance processes, policies and principles that will enhance the overall effectiveness of the board.
The winning combination - effective directors and established processes and principles - ensures that the fundamentals to success in corporate governance are firmly in place at Steelcase.
Robert C. Pew III
Board Chair
Corporate Governance Principles
The company's governance principles address critical issues concerning the role and structure of the Steelcase Board of Directors and information on how the board and committees function.
The Board of Directors has adopted these guidelines to further its longstanding goal of providing effective governance of the company's business and affairs for the long-term benefit of the company's stockholders. These guidelines are reviewed at least annually and revised as appropriate to ensure the effective functioning of the Board and high quality corporate governance.
The Board of Directors, as representatives of the stockholders, is committed to the achievement of business success and the enhancement of long-term stockholder value with the highest standards of integrity and ethics. In that regard, the Board has adopted these principles to provide an effective corporate governance framework for Steelcase, intending to reflect a set of core values that provide the foundation for our governance and management systems and its interactions with others.
The Corporate Governance Principles have been approved by the board of directors and, along with the charters and key policies of the board committees, provide the framework for the governance of Steelcase.
Pursuant to the Corporate Governance Principles, the Board of Directors will have the requisite number of independent directors, and will be comprised of members who meet all applicable legal, regulatory and stock exchange listing standard requirements.
The company uses the definition for director independence contained in the listing standards of the New York Stock Exchange. The Board of Directors reviews the independence of its directors on an annual basis, and only those directors whom the Board of Directors affirmatively determines have no material relationship with the Company (either directly or indirectly) will be considered independent directors.
To guide its determinations of each director's independence, the Board of Directors has adopted certain categorical standards. The Director Independence Categorical Standards are reviewed annually by the Nominating and Corporate Governance Committee.
Business Conduct Policies
These policies guide our business conduct:
Our Global Business Standards embody the fundamental principles that govern our ethical and legal obligations. They pertain not only to conduct within our company, but also to conduct involving our customers, dealers, suppliers and other stakeholders.
The company's Related Person Transactions Policy governs the review and approval of transactions or arrangements between the company and any of its directors, executive officers, members of their immediate families and large shareholders.
The Nominating and Corporate Governance Committee adopted this to provide appropriate oversight of such transactions and arrangements. The company recognizes that related person transactions may raise questions among shareholders as to whether the transactions are consistent with the best interests of the company. It is the company's policy to enter into or ratify such transactions only when the Nominating and Corporate Governance Committee has determined that the transactions are in, or are not inconsistent with, the best interests of the company and its shareholders.
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