Colgate’s Corporate Governance Commitment
Governance is an ongoing commitment shared by our Board of Directors, our Management
and all other Colgate people. At Colgate, we believe strongly that good corporate governance
accompanies and greatly aids our long-term business success. This success has been the direct
result of Colgate’s key business strategies, including its focus on core product categories and
global brands, people development programs emphasizing “pay for performance” and the
highest business standards. Colgate’s Board has been at the center of these key strategies,
helping to design and implement them, and seeing that they guide the Company’s operations.
Our Board of Directors is independent,
experienced and diverse.
The Board believes that an independent
director should be free of any relationship
with Colgate or its senior management
that may in fact or appearance impair
the director’s ability to make independent
judgments, and has adopted strict
independence standards based on this
principle. Since 1989, Colgate’s Board of
Directors has consisted entirely of outside
independent directors, with the exception
of the CEO. As its present directors exemplify,
Colgate also values experience in
business, education and public service
fields, international experience, educational
achievement, strong moral and
ethical character and diversity. To further
enhance the Board’s independence, the
independent directors of the Board meet
regularly in executive session without the
CEO present. These sessions are led by a
presiding director, whose role is described
in Colgate’s Corporate Governance Guidelines.
Each independent director will serve
a one-year term as presiding director in
accordance with an established schedule.
Our Board focuses on key
business priorities and leadership
development.
The Board plays a major role in developing
Colgate’s business strategy. It reviews
the Company’s strategic plan and receives
detailed briefings throughout the year on
critical aspects of its implementation. The
Board also has extensive involvement in
succession planning and people development
with special focus on CEO succession.
It discusses potential successors to
key executives and examines backgrounds,
capabilities and appropriate
developmental assignments.
Open communication between and
among directors and management
fosters effective oversight.
Both inside and outside the boardroom,
Colgate’s directors have frequent and
direct contact with Colgate’s management.
Key senior managers regularly join
the directors during Board meetings and
in more informal settings, and together
they actively participate in candid discussions
of various business issues. Between
scheduled Board meetings, directors are
invited to, and often do, contact senior
managers with questions and suggestions.
Communication among the directors
is enhanced by the relatively small size
of Colgate’s Board, which fosters openness
and active discussion, and by regular
meetings of the independent directors
without the CEO present.
Established policies guide governance
and business integrity.
First formalized in 1996, Colgate’s “Guidelines
on Significant Corporate Governance
Issues” are reviewed annually to ensure
that they are state-of-the-art. Formal charters
define the duties of each Board committee
and guide their execution. Colgate’s
Corporate Governance Guidelines and all
Committee Charters are available on our
web site at www.colgate.com. Additionally,
the Board sponsors the Company’s
Code of Conduct and Business Practices
Guidelines, which promote the highest
ethical standards in all of the Company’s
business dealings.
Our Board plays an active role overseeing
the integrity of the financial
statements of the Company.
The Board is committed to the quality,
integrity and transparency of Colgate’s
financial reports. This commitment is
reflected in Colgate’s long-standing policies
and procedures, including an internal
audit group monitoring financial controls
worldwide, independent auditors
who have a broad mandate and an
independent Audit Committee overseeing
these areas.
Good governance is the responsibility
of all Colgate people.
Colgate people worldwide are committed
to living our global values of Caring, Global
Teamwork and Continuous Improvement
in all aspects of our business. By managing
with respect, Colgate people create an
environment of open communication,
teamwork and personal responsibility.
A constant dedication to good governance
shapes our Colgate culture and
ultimately leads to good business results.
Good governance thrives from
continuous improvement.
The Board has established a formal procedure
to evaluate annually its overall performance
against criteria that the Board
has determined are important to its success.
These criteria include financial oversight,
succession planning, compensation,
corporate governance, strategic planning
and Board structure and role. The
Board’s committees also conduct annual
self-evaluations, examining their overall
performance against their Committee
Charters and instituting new practices to
strengthen their effectiveness. Complementing
the Board and committee self-evaluations,
the Board has also developed
an individual director evaluation process
under which directors evaluate their peers
every few years. This valuable feedback is
shared with each director to identify areas
of strength and areas of focus for
enhanced effectiveness.
Highlights
Dear Colgate Shareholder
Colgate's Corporate Governance Commitment
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