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 10 Directors
Number of Independent Directors 9 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
Governance Resources

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.

Principles and Practices

Brunswick's Annual Report on Form 10-K and Proxy Statement provide additional information regarding our business operations and corporate governance practices.

Annual Report 10K

Proxy Statement

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.

Certificate of Incorporation

Brunswick's Board of Directors is comprised of nine independent directors with a broad range of business experience and educational backgrounds.

Board of Directors Bios

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.

Committee Charters

Brunswick's Board of Directors is also subject to certain policies adopted by the Company.

Disclosure and Stock Trading Policy

Whistleblower Policy

Related Person Transaction Policy