Corporate Governance

Revised June 9, 2010STARBUCKS CORPORATIONCORPORATE GOVERNANCE PRINCIPLES AND PRACTICESFOR THE BOARD OF DIRECTORSPurposeThe Board of Directors (the “Board”) of Starbucks Corporation (the “Company”) is responsible for overseeing the exercise of cor porate powers and ensuring that the Company’s business and affairs are managed to meet its stated goals and objectives and that the long-term interests of the shareholders are served. The Board recognizes its responsibility to engage, and provide for the continuity of, executive management that possesses the character, skills and experience required to attain the Company’s goals and its responsibility to select nominees for the Board of Directors who possess appropriate qualifications and reflect a reasonable diversity of backgrounds and perspectives.CompositionThe Board shall be comprised of up to twelve (12) members, a majority of whom shall meet the independence requirements of the Nasdaq Stock Market then in effect. Upon receipt of the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors shall appoint a new member or members in the event that there is a vacancy on the Board that reduces the number of members below nine (9), or in the event that the Board determines that the number of members on the Board should be increased.MeetingsThe Board shall meet at least five (5) times each fiscal year, and may hold additional meetings in person or telephonically as often as may be necessary or appropriate, in the discretion of the chairman of the Board/chief executive officer. One meeting of the Board each fiscal year shall be dedicated primarily to strategic planning for the Company. Prior to each meeting, the chairman of the Board/chief executive officer of the Company or their designee will circulate the agenda for the meeting and appropriate preparatory materials to each member of the Board.Members of the Board are expected to use all reasonable efforts to attend and participate in each meeting. The chairman of the Board/chief executive officer or their designee may also request that members of management, legal counsel, or other advisors attend the meetings of the Board.Minutes of each meeting shall be prepared under the direction of the chairman of the Board/chief executive officer and circulated to each member of the Board for review and approval.Authority and Responsibilities of the BoardThe fundamental responsibility of the Company’s Board of Directors is to promote the best interests of the Company and its shareholders by overseeing the management of the Company’s business and affairs. In doing so, Board members have two basic legal obligations to the Company and its shareholders: (1) the duty of care, which generally requires that Board members exercise appropriate diligence in making decisions and in overseeing management of the Company; and (2) the duty of loyalty, which generally requires that Board members make decisions based on the best interests of the Company and its shareholders, without regard to any personal interest.The Board has the authority to retain, at the Company’s expense, consultants, legal counsel or others to assist the Board in conducting its business and meeting its responsibilities to the Company and its shareholders, and au thority to approve such consultant’s, counsel’s or other firm’s or individual’s fees and other retention terms.Policies and PracticesThe Board is responsible for organizing its functions and conducting its business in the manner it deems most effective and efficient, consistent with its duties of good faith and due care. To meet that responsibility, the Board has adopted a set of flexible policies to guide its governance practices in the future. These practices, set forth below, will be regularly re-evaluated by the Nominating and Corporate Governance Committee in light of changing circumstances in order to continue serving the best interests of shareholders. Accordingly, the summary of current practices is not a fixed policy or resolution by the Board, but merely a statement of current practices that is subject to continuing assessment and change. Determination of Independence of Non-Employee DirectorsNo relationship between any non-employee director and the Company should be of a nature that could compromise the independence or judgment of any Board member in governing the affairs of the Company. The determination of what constitutes independence for a non-employee director in any individual situation shall be made by the Board in light of the totality of the facts and circumstances relating to such situation and in compliance with the requirements of the Nasdaq Stock Market’s applicable listing standards and other applicable rules and regulations.CommitteesThe present Board Committees are the Audit and Compliance Committee, the Compensation and Management Development Committee and the Nominating and Corporate Governance Committee. All members of all committees shall be non-employee directors of the Company and meet the independence requirements applicable to membership on each committee of the Nasdaq Stock Market applicable law, and the applicable rules and regulations of the Securities and Exchange Commission (including, with respect to audit committee membership, Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended), in each case as may bein effect from time to time. The Board considers its current committee structure to be appropriate but the number and scope of committees may be revised as appropriate to meet changing conditions and needs.Board Membership CriteriaThe Nominating and Corporate Governance Committee is responsible for, among other things, reviewing the appropriate skills and characteristics required of directors in the context of prevailing business conditions and for making recommendations regarding the size and composition of the Board. The objective is a Board that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience.Majority VotingThe Company has adopted majority voting procedures for the election of directors in uncontested elections. In an uncontested election, nominees must receive more “for” than “against” votes to be elected. The term of any director who does not receive a majority of votes cast in an election held under the majority voting standard will terminate on the earliest to occur of (i) 90 days after the date election results are certified; (ii) the date the director resigns; or (iii) the date the Board fills the position.Procedure for Selecting New Director CandidatesThe Board is responsible for selecting its members, subject to shareholder approval, but delegates the screening and nomination process to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is expected to work closely with the chairman of the Board/chief executive officer in determining the qualifications desired in new Board members and making recommendations of candidates to the full Board. Extending the Invitation to a Potential New Director to Join the BoardUpon concurrence of the members of the Board, invitations to join the Board will generally be extended on behalf of the Board by the chairman of the Board/chief executive officer and the chairman of the Nominating and Corporate Governance Committee. Other Board members may participate as appropriate.Board Member Orientation and Continuing EducationAn orientation process is in place to acquaint new directors with the business, history, current circumstances, key issues and top managers of the Company.Directors are also encouraged to participate in external continuing education programs, as they or the Board determine is desirable or appropriate from time to time.Selection of Agenda Items for Board MeetingsThe chairman of the Board/chief executive officer, together with appropriate members of management, shall develop the agenda for each Board meeting. The agenda is circulated in advance to the presiding independent director and Board members may suggest additional or alternative items for consideration.Board Materials Distributed in AdvanceAs much information and data as practical relating to the meeting agenda items and the Company’s financial performance shall be sent to Board members sufficien tly in advance of meetings to permit the directors to review the materials.Executive Sessions of Independent DirectorsEach Board meeting agenda will include time for an executive session with only independent directors present.Role of Presiding Independent DirectorThe independent members of the Board shall select a presiding independent director for a term of two years. The presiding independent director shall serve in that capacity for not more than two consecutive two-year terms or until such perso n’s successor shall have been duly selected by the independent members of the Board.The duties of the presiding independent director shall include but not be limited to, (1) presiding at the scheduled executive sessions of independent directors as well as presiding at all meetings of the Board at which the chairman is not present, (2) serving as a liaison between the independent directors and the chairman, (3) approving the scheduling of Board meetings as well as the agenda and materials for each meeting and executive session of the independent directors, (4) approving and coordinating the retention of advisors and consultants to the Board, and (5) such other responsibilities as the independent directors may designate from time to time. The presiding independent director shall have the authority to call meetings of the independent directors.Qualifications of Presiding Independent DirectorIn order to serve as presiding independent director, a director must meet the independence standards of the Nasdaq Stock Market. Additionally, a director must, (1) be available to work closely with and act as an advisor to the chairman, president and ceo, (2) be available to effectively discuss with other directors concerns about the Company or the Board and relay those concerns, where appropriate, to the chairman, president and ceo or other members of the Board, (3) ensure the effectiveness of the Board of Directors and that it maintains its independence from management, and (4) be familiar with corporate governance best practices.Board Access to Senior ManagementAll Board members have access to senior management, with the expectation that such contact will be minimally disruptive to the business operations of the Company. The chairman of the Board/chief executive officer is encouraged to invite senior managers who can provide additional insight into business matters being discussed and those with high future potential who should be given personal exposure to members of the Board to the meetings.Committee Member AssignmentsThe Nominating and Corporate Governance Committee is responsible for reviewing and recommending to the Board, at least annually, the assignment of directors to various committees. The Nominating and Corporate Governance Committee will also recommend to the Board from time to time changes in committee assignments to ensure diversity of Board member experience and to vary the exposure of the members to the affairs of the Company.No committee member shall serve as chair of a committee for more than two four-year terms.Frequency and Length of Committee MeetingsGenerally, committees meet in conjunction with regular Board meetings. Committee chairs may also call meetings when they deem it necessary or appropriate. Committee meetings may be as frequent and as long as needed.Committee Meeting AgendasThe agenda for each committee meeting is developed by the chair of the committee in consultation with appropriate members of management. The agenda for each meeting shall be circulated or discussed in advance of the meeting and Committee members may suggest additional items for consideration.Independent Compensation Committee ConsultantThe Compensation and Management Development Committee (the “Compensation Committee”) has authority to retain and termin ate compensation consultants that advise the Compensation Committee. Any compensation consultant retained by the Compensation Committee shall be independent of Company management.Board Compensation ReviewBiennially, the Nominating and Corporate Governance Committee of the Board will review the compensation of the non-employee directors and committee members in relation to other comparable companies. Any changes in director or committee member compensation will be recommended by the Nominating and Corporate Governance Committee and approved by the Board.Stock OwnershipWhile the Board believes that it is important that each non-employee director owns shares of the Company’s stock, the Board also believes the stock ownership requirement should not adve rsely affect the Board’s ability to attract diverse candidates. Accordingly, each non-employee director is required to have invested at least $240,000 to purchase shares of the Company’s common stock as follows:Existing non-employee directors whose deadline for complying with the original$200,000 investment requirement was after October 1, 2007 have an additionaltwo years from his/her original deadline to achieve the additional $40,000investment. The original $200,000 still must be invested by the original deadlineand the additional $40,000 within the following two years.Each newly appointed or elected non-employee director shall have four yearsafter the date of election or appointment to the Board to invest at least $240,000 topurchase shares of t he Company’s common stock. Shares acquired beforeelection or appointment count toward meeting the requirement.Each non-employee director must continue to hold the shares purchased as a result of this investment for so long as such director serves on the Board.Recovery of Incentive CompensationPursuant to the Company’s Recovery of Incentive Compensation Policy, the Company may seek reimbursement with respect to incentive compensation paid or awarded to executive officers (as designated by the Board) where such payment or award was predicated upon the achievement of financial results, which financial results were the product of fraudulent activity or that were subsequently the subject of a material negative restatement.Assessing the Board’s Performanc eThe Board will conduct an annual evaluation of its overall effectiveness and the effectiveness of each of its committees, including the performance of the Board’s and of each committee’s governance responsibilities.Directors Who Change Their Job ResponsibilitiesA Board member who ceases to be actively employed in his or her principal business or profession, or experiences other changed circumstances, in each case that could diminish his or her effectiveness as a Board member, is expected to offer his or her resignation to the chairman of the Board. The Board in its discretion will determine whether to encourage such member to continue to serve as a director for any portion of his or her unexpired term.Outside Board Members Serving on Additional BoardsBoard members who are full-time employees of a publicly traded company may serve on no more than one publicly-traded company’s board in addition to the Company’s Board and hisor her own company board (when applicable). Non-employee directors who are not full-time employees of a publicly traded company may serve on no more than three publicly-traded companies’ boards in addition to the Company’s board.Board members wishing to join the board of another publicly traded company shall first notify the Chair of the Nominating and Corporate Governance Committee, the chairman of the Board/chief executive officer, and the general counsel prior to joining the board. The Chair of the Nominating and Corporate Governance Committee and general counsel shall review the proposed board membership to ensure compliance with applicable laws and policies. Potential conflicts of interest, if any, shall be referred to the Chair of the Audit and Compliance Committee for review.Term LimitsThere are no term limits for service on the Board of Directors. The absence of term limits allows the Company to retain Board members who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole.Mandatory RetirementA Board member must retire immediately before the Company’s annual meeting of shareholders during the calendar year in which he or she attains age 75. No Board member may be nominated to a new term if he or she would be age 75 or older at the end of the calendar year in which the election is held.Selection of the Chairman of the Board/Chief Executive OfficerThe Board appoints the chairman of the Board/chief executive officer in the manner and based on the criteria that it deems appropriate and in the best interests of the Company given the circumstances at the time of such appointment.Evaluation of the Chairman of the Board/Chief Executive OfficerEach year the chair of the Nominating and Corporate Governance Committee (based on such committee’s annual review) and the chair of the Compensation and Management Development Committee will conduct a formal evaluation of the performance of the chairman of the Board/chief executive officer based on appropriate quantitative and qualitative criteria. The Board believes that the compensation packages for the chairman of the Board/chief executive officer should consist of three components: (1) annual base salary; (2) incentive bonuses, the amount of which is depen dent upon the Company’s performance during the prior fiscal year; and (3) equity incentive awards designed to align their interests with those of the Company’s shareholders. The independent members of the Board establish the objective performance measure upon which incentive bonuses are based, such as the achievement of an earnings per share target.Succession PlanningThe chair of the Compensation and Management Development Committee, together with the chairman of the Board/chief executive officer, will annually review succession planning practices and procedures with the Board, and provide the Board with a recommendation as to succession in the event of each senior officer’s termination of employment with the Company for any reason (including death or disability).Board Interaction with Institutional Investors, the Media and CustomersThe Board believes that the responsibility lies with management for communications and relationships on behalf of the Company with institutional investors, the media, and customers. Therefore, the Board may participate occasionally in such interaction, but will generally do so only at the request of or with the prior knowledge of management.Board Attendance at Annual Shareholder MeetingsThe Company’s policy requires the a ttendance of all directors at the Annual Meeting of Shareholders, except for absences due to causes beyond the reasonable control of the director.These Corporate Governance Principles and Practices are intended to provide a set of flexible guidelines for the effective functioning of the Board of Directors. The Board may modify or amend these Corporate Governance Principles and Practices and the authority and responsibilities of the Board set forth herein at any time.Revision HistoryApproved by the Board of Directors on November 19/20, 2003(Revised March 26, 2004, September 21, 2004, May 4, 2005, May 3, 2006, October 1, 2007, May 6, 2008, June 9, 2009, September 16, 2009, and June 9, 2010 )。

B. management discretion 经理人的自由
The methods of managers can discretion the investors' funds
常用的方法:
– – – –
a. expropriate directly 直接抽取法 b. transfer pricing-----low price sell to individual. 转移价格―控股公司中常用
解决的方式:从长远利益上协调投资者和 经理人的不一致
解决的方式: a. marginal value of control vs marginal value of benefit 控制权的边际价值vs 利益的边际价值 vs 代理收 益的边际价值 实践形式:绩效考核+股权,股票期权,收入损 失(dismissal of income)
b. some measures of performance vs share ownership, stock option
有效的激励模式:
c. the optimal incentive system is determined by : manager's risk aversion, the importance of his decisions, his ability to pay for the cash flow ownership up front w=f(manager's risk aversion, importance of his decisions, ability to pay for the cash flow ownership)
投资者的本位动机
C. inventive contracts 激励理论

DANAHER CORPORATIONCORPORATE GOVERNANCE GUIDELINESThe Board of Directors (the “Board”) of Danaher Corporation (the “Company”), acting on the recommendation of its Nominating and Governance Committee, has adopted these corporate governance principles (the "Guidelines") to promote the effective functioning of the Board and its committees, to promote the interests of stockholders, and to ensure a common set of expectations as to how the Board, its various committees, individual directors and management should perform their functions. These Guidelines are in addition to and are not intended to change or interpret any Federal or state law or regulation, including the Delaware General Corporation Law, or the Certificate of Incorporation or By-laws of the Company. The Board believes these Guidelines should be an evolving set of corporate governance principles, subject to alteration as circumstances warrant.I.The BoardA.Role of BoardThe business and affairs of the Company are managed by or under the direction of the Board in accordance with Delaware law. The Board's responsibility is to provide direction and oversight. The Board establishes the strategic direction of the Company and oversees the performance of the Company's business and management. The management of the Company is responsible for presenting strategic plans to the Board for review and approval and for implementing the Company's strategic direction. In performing their duties, the primary responsibility of the directors is to exercise their business judgment in the best interests of the Company.Certain specific corporate governance functions of the Board are set forth below:•Management Evaluation and Compensation. The Board has the responsibility to select and make decisions about the retention of the Company's Chief ExecutiveOfficer ("CEO") and to oversee the selection and performance of other executiveofficers. The Compensation Committee has the management evaluation andcompensation responsibilities set forth in the Compensation Committee charter.•Management Succession. The Board shall, with such assistance from the Nominating and Governance Committee as the Board shall request, review andconcur in a management succession plan, developed by the CEO, to ensure continuityin senior management. This plan, on which the CEO shall report at least annually,shall address: emergency CEO succession; CEO succession in the ordinary course ofbusiness; and succession for the other members of senior management.•Director Compensation. The Nominating and Governance Committee shall periodically review the form and amounts of director compensation and makerecommendations to the Board with respect thereto. The Board shall set the form andamounts of director compensation, taking into account the recommendations of theNominating and Governance Committee. Determination of director compensationshall be guided by three goals: compensation should fairly pay directors for workrequired consistent with a company of Danaher's size and scope; compensationshould align directors' interests with the long-term interests of shareholders; and thestructure of the compensation should be simple, transparent and easy for shareholdersto understand. Only non-management directors shall receive compensation forservices as a director. To create a direct linkage with corporate performance, theBoard believes that a meaningful portion of the total compensation of non-management directors should be provided and held in equity-based compensation.B.Board SizeThe Board’s size is set in accordance with the Company’s by-laws, to permit diversity of experience without hindering effective discussion or diminishing individual accountability. The Board will periodically review the size of the Board, and determine the size that is most effective in relation to future operations.C.Board Composition and IndependenceThe members of the Board should collectively possess a range of skills, knowledge, expertise (including business and other relevant experience) and backgrounds:•useful and appropriate to the effective oversight of the Company's business, and•appropriate to building a Board that is effective in collectively meeting the Company's strategic needs and serving the long-term interests of the shareholders.The Board shall consist of a majority of directors who qualify as independent directors (the “Independent Directors”) under the listing standards of the New York Stock Exchange (the “NYSE”). The Board shall review annually each director's relationships with the Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company), if any. Following such annual review, only those directors whom the Board affirmatively determines have no material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company) will be considered Independent Directors, subject to any additional independence qualifications that may be prescribed under the listing standards of the NYSE from time to time.The Board anticipates that the Company’s CEO will be regularly nominated to serve on the Board. The Board may also appoint or nominate other members of the Company’s management whose experience and role at the Company are expected to help the Board fulfill its responsibilities.D.Selection of NomineesThe Board will be responsible for the selection of all candidates for nomination or appointment as Board members. The Board's Nominating and Governance Committee shall beresponsible for identifying and recommending to the Board qualified candidates for Board membership, based primarily on the following criteria:•personal and professional integrity and character;•prominence and reputation in the candidate's profession;•skills, knowledge and expertise (including business or other relevant experience) useful and appropriate to the effective oversight of the Company's business;•the extent to which the interplay of the candidate's skills, knowledge, expertise and background with that of the other Board members will help build a Board that iseffective in collectively meeting the Company's strategic needs and serving the long-term interests of the shareholders;•the capacity and desire to represent the interests of the shareholders as a whole; and•availability to devote sufficient time to the affairs of the Company.E. Director Elections and ResignationsIn accordance with the Company’s By-laws, if none of our stockholders provides the Company notice of an intention to nominate one or more candidates to compete with the Board's nominees in a Director election, or if our stockholders have withdrawn all such nominations by the tenth day before the Company mails its notice of meeting to our stockholders, a nominee must receive more votes cast for than against his or her election or re-election in order to be elected or re-elected to the Board. The Board expects a Director to tender his or her resignation if he or she fails to receive the required number of votes for re-election. The Board shall nominate for election or re-election as Director only candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as Director, irrevocable resignations that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which they face re-election and (ii) Board acceptance of such resignation. In addition, the Board shall fill Director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other Directors in accordance with this Board Practice. If an incumbent Director fails to receive the required vote for re-election, the Nominating and Governance Committee will act on an expedited basis to determine whether to accept the Director's resignation and will submit such recommendation for prompt consideration by the Board. The Board expects the Director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. The Nominating and Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a Director's resignation.F. TenureWhen a director's principal occupation changes substantially from the position he or she held when most recently elected or appointed to the Board, the director shall tender a letter of proposed resignation from the Board to the chair of the Nominating and Governance Committee and the Company Secretary (which shall be effective only if accepted by the Board). The Nominating and Governance Committee shall review the director's continuation on the Board, and recommend to the Board whether, in light of all the circumstances, the Board should accept or reject such proposed resignation; provided, that in making such recommendation theNominating and Governance Committee shall consider, among such other factors as it deems relevant, that such director was elected by the shareholders of the Company.The Board does not believe that arbitrary term limits on directors' service are appropriate. The Board annually evaluates each director as part of the board and committee self-evaluation process described below.G. Limits on Other Board MembershipsDirectors should not serve on more than four boards of public companies in addition to the Board. Current positions in excess of these limits may be maintained unless the Board determines that doing so would impair the director's service on the Board. Directors should advise the Chairman of the Board (the “Chair”), the chair of the Nominating and Governance Committee and the Company Secretary before accepting membership on another board of directors or audit committee or any other significant committee assignment, or establishing any significant relationship with any business, institution or other governmental or regulatory entity, and should advise the Chair, the chair of the Nominating and Governance Committee and the Company Secretary of any other material change in circumstance or relationship that may impact a director's independence.H. Chairman of the BoardThe Board appoints the Chair. The offices of the Chair and the CEO shall be vested in separate persons.I. Lead Independent DirectorWhenever the Chair is not independent, a majority of the Independent Directors then in office will select a Lead Independent Director from among the Independent Directors. The Nominating and Governance Committee shall provide its recommendation as to which Independent Director should serve as the Lead Independent Director. The Lead Independent Director will:•preside at all meetings of the Board at which the Chair and the Chair of the Executive Committee are not present, including the executive sessions of non-managementdirectors;•have the authority to call meetings of the Independent Directors;•act as a liaison as necessary between the Independent Directors and the management directors; and•advise with respect to the Board’s agenda.J. Pledging of Danaher StockNo director or executive officer of the Company may pledge as security under any obligation any shares of Company common stock that he or she directly or indirectly owns and controls (provided that any shares of Company common stock directly or indirectly owned and controlled by any director or executive officer of the Company that were pledged as of February 21, 2013 (including any additional shares accruing thereto on or after such date as a result of any stock splits, stock dividends or similar transactions after such date) are not covered by this policy (“Permitted Pledged Shares”)). Permitted Pledged Shares shall not be counted toward the stockownership requirements set forth under the Danaher Stock Ownership Requirements for Directors and Executive Officers.II.Board and Committee MeetingsA. MeetingsThe Board has five regular meetings each year, and such special meetings as are deemed necessary, at which it reviews and discusses reports by management on the performance of the Company, its plans and prospects, as well as immediate, material issues facing the Company. The Chair, in consultation with appropriate members of the Board and with management, shall set the frequency and length of each meeting and the meeting agenda. Management will be responsible for ensuring that, a s a general rule absent exigent circumstances, Board members receive information prior to each Board meeting or committee meeting, as applicable, so that they have an opportunity to reflect properly on the matters to be considered at the meeting. Materials presented to Board members should provide the information needed for the Board members to make an informed judgment or engage in informed discussion.The Board welcomes attendance at Board meetings of senior officers of the Company. Invitations shall be extended by the Chair.Each director is expected to attend all scheduled Board meetings and meetings of committees on which he or she serves. Each director is also expected to review the materials provided by management and advisors in advance of the meetings of the Board and the committees on which such director serves.B. Board CommitteesThe Board has delegated authority to six standing committees: Audit, Compensation, Nominating and Governance, Finance, Executive and Science & Technology. Each committee, other than the Executive, Finance and Science & Technology Committees, is comprised solely of Independent Directors. Committee members and chairs will be appointed by the Board upon the recommendation of its Nominating and Governance Committee. There are no fixed terms for service on committees.Each Committee shall have the number of meetings provided for in its charter, with further meetings to occur (or action to be taken by unanimous written consent) when deemed necessary or desirable by the Committee chair. The Committee chairperson, in consultation with appropriate members of the Committee and with management, shall set the frequency and length of each meeting and the meeting agenda (consistent with any applicable charter requirements). Board members who are not members of a particular committee are welcome to attend meetings of that committee. The Committee chairperson shall report matters considered and acted upon to the full Board at the next regularly scheduled Board meeting. The Board believes that as a practice all Board members should receive notice of each Committee meeting and receive a copy of the minutes of each Committee meeting.C. Meetings of Non-Management DirectorsTo ensure free and open discussion and communication among the non-management directors, these directors shall meet in executive session at least twice per calendar year with nomembers of management present. To the extent the group of non-management directors includes any directors who are not independent, the Independent Directors shall meet in executive session at least once per calendar year.Normally, the meetings described in the preceding paragraph will occur prior to or following regularly scheduled board meetings. The Lead Independent Director shall preside at the aforementioned executive sessions.III.Director Orientation and Continuing EducationThe Chief Financial Officer, General Counsel, Chief Accounting Officer and Company Secretary shall be responsible for providing an orientation for new directors, and for periodically providing materials, briefings and other educational opportunities to permit them to become more familiar with the Company and to enable them to better discharge their duties as directors. Each new director shall, within six months of election to the Board, spend a day at corporate headquarters for personal briefing by senior management on the Company's business, strategic plans, financial statements and key policies and practices.IV.Self EvaluationThe Board and each of the Audit, Compensation and Nominating & Governance committees conduct a self-evaluation annually to assess whether it and its committees are functioning effectively. The Nominating and Governance Committee will solicit each director for his or her assessments of the effectiveness of the Board and the committees on which he or she serves, and will report annually to the Board with an assessment of the Board’s performance, which will be discussed with the full Board.The Nominating and Governance Committee’s assessment will focus on the members’ contributions (e.g., attendance, preparedness and participation) to the Board and its committees, the Board’s contributions to the Company and will identify areas for improvement in the performance of the Board and its committees.V.Access to Senior Management and Independent AdvisorsBoard members have full access to senior management and to information about the Company’s operations. Independent directors are encouraged to contact senior managers of the Company without senior corporate management present. In addition, the Board and its committees shall have the right at any time to retain independent outside financial, legal or other advisors, as they deem necessary and appropriate.。

市场
澳大利亚 1. 新加坡 2. 中国香港
2012年 2014年 2016年
69 66 64 65 78 67 65
2014年到2016 公司治理改革方向 年的变化
(+3) 总体来说没有大问题，但也许危机潜伏 行动才会有反应：香港市场的常态
3. 日本
4. 中国台湾 5. 泰国
55
53 58
60
56 58
亚洲公司治理协会
“中国公司治理热点问题分析”
嘉宾：
亚洲公司治理协会秘书长 艾哲明
深圳证券交易所 2017年3月22日
深圳证券交易所 2017年3月22日
1
主要内容
1. 2. 3. 4. 5. 6. 7.
亚洲公司治理协会简介 公司治理观察报告2016-概览 公司治理观察报告2016-中国大陆 中国公司治理现状 中国公司治理面临的挑战 中国公司治理热点议题讨论 问答环节
6. Oekom Research
7. Vigeo Eiris 8. Asian Corporate Governance Association
9. Hermes Equity Ownership Services
10. Solaron
深圳证券交易所 2017年3月22日
9
2016年全球责任投资独立研究机构评选结果
12
概览- 2016年市场分类得分
市场
移到严格执法上 北亚地区在此次调查中进步明显 金融市场的监管者与政府官员之间的 意见分歧越趋明显 监管机构不是市场公司治理水平好坏 的唯一责任方—未来的十五年，重心
将会围绕系统中的其他参与者作出他
们应有的贡献
深圳证券交易所 2017年3月22日