Independent Board Candidate Qualifications
The Board of Directors shall be composed of individuals who have demonstrated significant achievements in business, education, the professions and/or public service. They must have the requisite intelligence, education and experience to make a significant contribution to the deliberations of the Board of Directors. In light of the Company's business, experience in consumer products and international business is of particular value. In addition, the membership of the Board of Directors should bring a broad range of experiences to the Board. Finally, at least a substantial majority of the members of the Board of Directors must satisfy the Company's director independence standards.
The overall ability and experience of individual Board candidates should determine their suitability. The following attributes should be considered as desirable in any candidate for the Board of Directors:
- Enterprise Leadership Experience. A Board candidate must have extensive and relevant leadership experience including an understanding of the complex challenges of enterprise leadership. An ideal Board candidate will have gained this experience in one or more of the settings outlined below.
- Relevant Sector Experience. Ideal Board candidates will have gained their leadership experience in sectors directly relevant to the Company’s business, or in professional disciplines pertinent to the Company’s key capability areas. This could include experience in one or more of the following:
- a. Business - The Board candidate is or has been the Chief Executive Officer, Chief Operating Officer or other major operating or staff officer of a major public corporation, with a background in marketing, finance and/or business operations.
- b. Industry - The Board candidate has experience in the fast-moving consumer goods industry or other complementary field, such as public health.
- c. Regulatory and Public Service - The Board candidate has experience working in a highly regulated industry, such as pharmaceutical, health care or insurance, or relevant government, academic or nonprofit experience.
- d. Information Technologies - The Board candidate has experience with information technology, e-commerce or digital marketing.
- International Experience. International experience (such as living and working outside of the United States) will in many cases be considered a significant positive characteristic in a Board candidate's profile. Understanding of the language and culture of non-English speaking countries is also important.
- Corporate Governance. The Board candidate should have sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company.
- Education. Generally, it is desirable that a Board candidate should hold an undergraduate degree from a respected college or university. In some cases, it is further desirable for the candidate also to have earned a masters or doctoral degree. These educational criteria are not meant to exclude an exceptional candidate who does not meet these educational criteria.
- Personal. The Board candidate should be of the highest moral and ethical character. The candidate must exhibit independence, objectivity and be capable of serving as a representative of the stockholder. He or she should have demonstrated a personal commitment to areas aligned with the Company's public interest commitments, such as education, the environment and welfare of the communities in which we operate.
- Individual Characteristics. The Board candidate should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These qualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence, courage, a willingness to ask the difficult question, communication skills and commitment. In considering candidates for election to the Board of Directors, the Board should constantly be striving to achieve the diversity of the communities in which the Company operates.
- Availability. The Board candidate must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership. Generally, therefore, the candidate should not have more than three other corporate board memberships. The Board candidate also must be able to meet the Board's age election requirement. The Board candidate should not have any prohibited interlocking relationships.
- Compatibility. The Board candidate should be able to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Company.