At Xylem, we believe that good corporate governance is non-negotiable. We have created a business structure and have controls in place that promote corporate fairness, transparency and accountability.
Strong governance starts with our highest governing body, the Xylem Board of Directors. In 2016, we held 11 Board meetings and 21 Committee meetings to make decisions on key strategic issues affecting our company and to represent the interests of all Xylem stakeholders. All directors are independent with the exception of our Chief Executive Officer. We believe that having an independent Chairman, whose sole job is to lead the Board, allows our CEO to focus his time on the strategy and operations of our company. Overall Board and Committee meeting attendance was 98 percent in 2016.
Effective May 2017, Xylem’s Board of Directors had nine members as a result of Edward Ludwig’s decision not to stand for re-election.
Highlights of Xylem’s corporate governance policies are summarized on page 1 of the company’s 2017 Proxy Statement as filed with the SEC.
Board Member Selection and Evaluation
The Board regularly reviews Board size and composition, including diversity and tenure, as well as Committee structure through its Nominating and Governance Committee. This Committee, comprised entirely of independent directors, is responsible for reviewing the company’s sustainability, corporate citizenship, safety, health and environmental affairs, business continuity and cyber risk programs. This Committee also provides oversight of Xylem’s ethics and compliance programs, including anti-corruption and trade compliance.
Our Nominating and Governance Committee is responsible for identifying and recommending qualified director candidates to the Board of Directors. The Committee seeks candidates who possess the attributes necessary to provide a broad range of personal characteristics to the Board, including diversity, management skills, technological, business and global experience, and sustainability experience and commitment.