Corporate Governance

Carrying on our 20-year legacy of transparent and strong corporate governance is critical to our goal of driving sustained shareholder value. Here are the practices that illustrate our commitment.

  • We constantly solicit the views of our shareholders, routinely conducting over 200 investor meetings each year.
  • Our Code of Business Conduct and Ethics fosters a culture of honesty, transparency, integrity and accountability. It governs the business decisions and actions taken by our Trustees, officers and associates and provides instruction on recognition of ethics violations.
  • Our Board of Trustees is currently comprised of nine Trustees, eight of whom are independent, non-employee Trustees.
  • Trustees are elected on an annual basis with a majority vote standard.
  • Our Company Governance Guidelines provide that an incumbent Trustee will not be recommended for election to the Board if he or she has turned, or prior to the next annual meeting of shareholders will turn, 75 years of age.
  • Our Company Governance Guidelines state that any trustee who experiences any significant change in their personal circumstances, including a change in their principal job or professional responsibilities, must submit a letter of resignation to the Board to be effective on acceptance by a majority of the disinterested members of the Board.
  • Our Trustees conduct annual self-evaluations and participate in orientation and continuing education programs.
  • Our Code of Business Conduct and Ethics includes an anti-nepotism policy whereby we will not hire, whether as an employee, independent contractor or other business relation, the family member of any Trustee, officer or employee.
  • Shareholders have the power to amend or repeal any provision of our Bylaws or make new Bylaws.
  • Our Board’s Compensation and Human Capital Committee works with independent consultants to conduct annual compensation reviews for our key executives and independent, non-employee Trustees. Each executive’s compensation plan is primarily based on reaching specific performance metrics that are tied to our success. We annually submit “say-on-pay” advisory votes for shareholder consideration and vote. This committee is also engaged in oversight of our human capital management, including the attraction, motivation, development and retention of employees. The committee is comprised of four independent Trustees.
  • Our Board’s Nominating/Company Governance Committee is responsible for the effective composition and operation of our Board, including structure, membership, and refreshment. This committee is comprised of four independent Trustees who play an active role in managing corporate governance and reputation risk.
  • Our Board’s Audit Committee oversees the integrity of our financial statements and compliance with legal and regulatory requirements. This committee selects and oversees our independent registered public accounting firm. It is comprised of four independent Trustees, three of which qualify as financial experts.
  • Our Board’s Finance Committee reviews, approves and provides guidance regarding our financial policies, capital raising strategies, capital structure, external financing sources, investments in marketable securities and rating agencies. This committee is comprised of three independent Trustees.
Business Ethics
We are committed to conducting our business according to the highest ethical standards and upholding our corporate responsibilities as a public company operating for the long-term benefit of our shareholders. Our Board has adopted a Code of Business Conduct and Ethics that applies to our trustees, officers, and other team members. It was formed to codify and formalize certain long-standing policies and principles that help ensure our business is conducted in accordance with the highest standards of moral and ethical behavior. The Code of Business Conduct and Ethics includes our commitment to dealing fairly with all our customers, service providers, suppliers and competitors. We conduct annual training with our employees regarding ethical behavior and require all employees to acknowledge the terms of, and abide by, our Code of Business Conduct and Ethics.

The diversity of our employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate illegal discrimination or harassment of any kind. Every employee is expected to behave professionally and respectfully. Our employees have access to members of our Board of Trustees to report anonymously, if desired, any suspicion of misconduct by any member of management. We will not tolerate any form of retaliation against a team member for engaging in a complaint made in good faith. Anonymous reporting is always available through our whistleblower hotline which is tested annually and reported to our Audit Committee quarterly. Reports regarding discrimination, harassment or other employment matters are confidentially directed to the Chair of the Audit Committee and designated outside legal counsel.

While our foreign investments are limited, we operate in compliance with the U.S. Foreign Corrupt Practices Act (FCPA). We have adopted a policy that prohibits the illegal payments or gifts under the FCPA, including the promise, offer or delivery to an official or employee of any government of a gift, favor or other gratuity in violation of these rules. Team members are required to notify our General Counsel if they know of or suspect any possible violation.

We have an internal audit function that evaluates compliance with such policies and procedures.

Risk Management
Our board and its committees have overall risk oversight. The entire board reviews and determines our overall business strategy, the management of its balance sheet, and each year’s annual budget. The board also reviews all material acquisition, investment and disposition transactions. The Audit Committee is specifically charged with reviewing financial risk exposures. Further, our independent auditors report directly to the Audit Committee.

The board reviews and oversees our enterprise risk management program (ERM), which is a company-wide program designed to identify significant risks and develop mitigation strategies. Annually, management conducts an internal survey process that identifies risks and ranks those risks based on likelihood and potential severity. The results of this process are reviewed with the board and mitigation plans are discussed. Later each year, management reviews progress and developments regarding risk with the Board. This process allows the Board to monitor existing and developing risks and oversee management’s mitigation of those risks.

We also believe that our compensation programs do not encourage excessive risk and instead encourage behavior that supports sustainable value creation by appropriately balancing risk and reward. During each annual compensation setting process, the Compensation and Human Capital Committee considers our compensation policies and practices to determine whether, in its judgment, the compensation programs encourage risk-taking likely to have a material adverse effect on us. In particular, there are several design features of those programs that we believe reduce the likelihood of excessive risk-taking:

  • The executive compensation program design provides a balanced mix of cash and equity, annual and long-term incentives
  • Maximum payout levels for awards under our Annual Incentive Program (“AI”) and Long-Term Incentive Plan (“LTI”) are capped
  • Final awards under the AI and LTI are subject to the discretion of the Compensation and Human Capital Committee, which may consider both quantitative and qualitative factors outside the specified performance factors
  • Typically, over 75% of executive compensation is paid in “at-risk” non-vested equity awards as follows:
    • All final awards under the AI have been paid in non-vested equity awards that continue to be at-risk for three years after they are earned by executive officers
    • LTI awards are determined based on a three-year performance period and paid after such period in non-vested equity awards that continue to be at-risk for four years, resulting in the final tranche of equity vesting seven years after the beginning of the performance period
  • The Board has established an Investment Committee chaired by one Board member that reviews and approves all material investments, with larger transactions requiring the approval of the Board
  • Executive officers are subject to share ownership and retention guidelines.

Anonymous Report

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