Ford’s Board of Directors is guided by the Company’s corporate governance principles, code of ethics and charters for each Board committee – all of which are publicly available in the corporate governance section of the Ford website.
The Board addresses significant business issues as a full group and through five committees: Audit, Compensation, Finance, Nominating and Governance, and Sustainability. The Sustainability Committee was formed in 2008 from the former Environment and Public Policy Committee, reflecting the evolution of its responsibilities and the Company’s challenges and opportunities. The Sustainability Committee charter is available online.
During 2012, nine Directors served on the Sustainability Committee, which is chaired by Dr. Homer Neal, an independent director. Ford’s Board of Directors met 10 times and the Sustainability Committee met four times.
The Board’s Nominating and Governance Committee considers several qualifications when considering candidates for the Board. Among the most important qualities directors should possess are the highest personal and professional ethical standards, integrity and values. They should be committed to representing the long-term interests of all shareholders. Directors must also have practical wisdom, mature judgment and objectivity. Ford recognizes the value of diversity, and we endeavor to have a diverse Board, with experience in business, government, education and technology, and in areas that are relevant to the Company’s global activities.
Under New York Stock Exchange (NYSE) Listed Company rules, the majority of our directors must be independent directors. The NYSE rules also provide that no director can qualify as independent unless the Board affirmatively determines that the director has no material relationship with the listed company. Ford’s standards in determining whether or not a director has a material relationship with the Company are contained in the Company’s Corporate Governance Principles. Based on Ford’s standards, 13 of the Company’s current 16 Directors are independent. Two of Ford’s Directors are women, one Director is African-American and one Director is Hispanic.
Each Board member participates in an annual assessment of the effectiveness of the Board and the Committees on which he or she serves. We have established a procedure for shareholders to submit accounting and other concerns to independent directors and to send other communications to the Board.
For more information on Ford corporate governance practices, including the principles and policies that govern the conduct of the Board and the members of the Board, please visit our website.