Governance Overview
Brunswick has always sought to serve its shareholders by providing its employees with a place at which they all would be proud to work, and to provide a workplace environment that encourages the highest levels of professionalism and integrity throughout the organization. Understanding and upholding ethical business practices and conduct are an important part of fulfilling this goal. In this effort, we have often been ahead of the curve in establishing standards of good corporate governance.
In 2000, we adopted a code of ethics for all directors, officers and employees. The Brunswick Guide to Conduct in the Workplace has been widely distributed and is strictly enforced. It is designed to help all of our more than 23,000 employees worldwide to better understand their responsibilities under the Company’s ethics policy as well as to aid them in making the right choices.
Listed below are some of the other corporate governance principles now in place at Brunswick:
- We have met the Corporate Governance Guidelines set by both the Securities and Exchange Commission and the New York Stock Exchange.
- Brunswick has Principles and Practices for its Board of Directors.
- Eight of the ten members of Brunswick’s Board of Directors are independent in that they are not employed by or affiliated with the Company.
- The Board’s Audit, Nominating and Corporate Governance and Human Resources and Compensation committees have only independent directors as members.
- The Board’s directors regularly meet without Brunswick management present, including the Chairman and Chief Executive Officer, to discuss appropriate matters.
- An independent director serves as the presiding director at meetings at which the Chairman and Chief Executive Officer is not present.
- The Company seeks shareholder approval of stock-based compensation plans.
- Brunswick does not allow for re-pricing of stock options.
- The Board of Directors performs an annual performance evaluation of Brunswick’s Chief Executive Officer.
- Directors must retire at age 70.
- The Company maintains stock ownership requirements for both officers and directors.
