Governance Overview
Brunswick understands that a business environment that encourages the highest levels of professionalism, integrity and responsible business practices, as well as good corporate governance, is essential to creating and sustaining value for our stakeholders.
Set forth below are some key facts about Brunswick and our corporate governance practices.
| Board of Directors and Corporate Governance Information | |
| Size of Board | 12 Directors |
| Number of Independent Directors | 11 Independent Directors |
| Separate Chairman and CEO | Yes |
| Lead Independent Director | Yes |
| Each Board Committee comprised entirely of Independent Directors | Yes |
| Annual Board elections (staggered Board) | Yes |
| Majority Voting in uncontested director elections | Yes |
| Board Principles and Practices approved annually | Yes |
| Directors hold meetings in Executive Session without Management | Yes |
| Annual Board self-evaluation | Yes |
| Annual review of independence of Board | Yes |
| Annual Audit Committee self-evaluation | Yes |
| Charters for each Board Committee | Yes |
| Stock ownership requirement for Directors and Officers | Yes |
| Board orientation/education program | Yes |
| Annual performance evaluation of CEO | Yes |
| Corporate Disclosure Committee for financial reporting | Yes |
| Corporate Code of Ethics | Yes |
| Code of Ethics for Senior Financial Officers | Yes |
| Stockholder approval of stock-based compensation plans | Yes |
| Re-pricing of Stock Options prohibited | Yes |
| Hedging of Company stock prohibited | Yes |
Brunswick's Principles and Practices govern the operations of the Board of Directors and its Committees. The Principles and Practices document is designed to reflect current business needs and best practices. It is reviewed at least annually and is periodically updated to reflect changes in regulatory requirements, evolving best practices and the concerns of our stakeholders.
Brunswick's Annual Report on Form 10-K and Proxy Statement provide additional information regarding our business operations and corporate governance practices.
Brunswick's By-laws, which are governed by statutory law and our Certificate of Incorporation, set forth the basic rules for the conduct of our business and affairs.
Brunswick's Restated Certificate of Incorporation is a governance document that is filed with the State of Delaware and sets forth general information about our Company. Together with the By-laws, the Restated Certificate of Incorporation lays the foundation for Brunswick's governance practices.
Brunswick's Board of Directors is comprised of nine independent directors with a broad range of business experience and educational backgrounds.
Brunswick's Board of Directors maintains five committees, each of which is governed by a committee charter and is comprised of independent directors. The committees include Audit, Finance, Nominating and Corporate Governance, Human Resources and Compensation, and Qualified Legal Compliance.
Brunswick's Board of Directors is also subject to certain policies adopted by the Company.