Corporate Governance
Message
As chair of the company’s board of directors, I am proud of the strength and effectiveness of our commitment to excellence in corporate governance at Steelcase.
The company earned its outstanding reputation for honesty, integrity and respecting and balancing our various stakeholders’ interests during the first 86 years of its existence as a privately held company. Since becoming a public company in 1998, our Board has continued those traditions.
Our Board is composed of 10 members, 8 of whom are independent. Our directors have diverse professional and personal experience. Together with our legacy of family ownership – and the long-term perspective, insight and knowledge that brings – with that of directors with expertise in other industries, our board has a very effective and balanced perspective. The unique blend of third-generation family members and those with expertise in other business sectors has resulted in a dynamic board of curious, demanding and independent thinkers, who have an unwavering focus on achieving long-term shareholder value.
The Board’s commitment to excellence and integrity in the area of corporate governance is formalized in its Corporate Governance Principles. Those principles, along with our core values and the other components of our corporate governance program, reflect the way the company has operated since 1912. They also describe the ways in which we will meet or exceed shareholder expectations in corporate governance standards that are vital in today’s world.
The key elements of our corporate governance program include the charters, governance principles and board policies that are accessible on this site. The Board’s objectives in adopting the program are to clearly reflect its commitment to:
- nominating directors who can serve as strong, effective shareholder representatives, with experience and qualifications that significantly enhance the board’s effectiveness in fulfilling its oversight and fiduciary responsibilities,
- promoting and strengthening the relationship between directors, management, shareholders and other stakeholders by ensuring that information is shared in transparent ways and
- ensuring the investment of the time and effort necessary to conduct the company’s business in ways that promote effective decision-making and implementation of business strategies and objectives that are consistent with the long-term interests of shareholders and other stakeholders
The Nominating and Corporate Governance Committee leads the process of evaluation, recommendation, implementation and measurement of compliance with corporate governance principles. The committee leads the annual board and board committees’ performance self-evaluation processes and continues to search for world-class governance processes, policies and principles that will enhance the overall effectiveness of the board.
The winning combination – effective directors and established processes and principles – ensures that the fundamentals to success in corporate governance are firmly in place at Steelcase.
Robert C. Pew III
Board Chair
Corporate Governance Documents
CORPORATE GOVERNANCE PRINCIPLES
The Board of Directors has adopted these Corporate Governance Principles to further its goal of providing effective governance of the company's business and affairs of the company's stockholders. These principles are reviewed annually and revised as necessary.
Business Conduct Policies
Business Conduct Policies
These policies guide our business conduct:
- Our Global Business Standards embody the fundamental principles that govern our ethical and legal obligations. They pertain not only to conduct within our company, but also to conduct involving our customers, dealers, suppliers and other stakeholders.
- Steelcase Inc. Code of Business Conduct
- Steelcase Inc. Code of Ethics for Chief Executive and Senior Financial Officers
Committee Composition + Charters
Audit
Audit
Responsibilities
The Audit Committee's main responsibilities are to assist in the Board’s oversight of:
- the integrity of the Company's financial statements
- the Company’s compliance with legal and regulatory requirements
- the Company’s independent auditors' qualifications and independence
- the performance of the Company's independent auditors and the Company’s internal audit function
- the performance of the Company’s corporate compliance function
Compensation
Compensation
Responsibilities
The Compensation Committee was established to:
- oversee the compensation of the Company’s executive officers, including incentive compensation and equity compensation
- oversee the Company’s equity compensation plans
Corporate Business Development
Corporate Business Development
RESPONSIBILITIES
The Corporate Business Development Committee was established to:
- review and oversee the development and implementation of the Company's growth strategies
- review and make recommendations to the Board with respect to investments in growth strategies or business acquisitions or divestitures for which Board approval is required
Executive
Executive
Responsibilities
The Executive Committee’s main responsibilities are to:
- exercise the power of our Board of Directors when necessary between regular meetings, subject to any legal or regulatory limitations
- perform such other duties as assigned by the Board of Directors from time to time
Nominating + Corporate Governance
Nominating + Corporate Governance
Responsibilities
The Nominating and Corporate Governance Committee's main responsibilities are to:
- recommend qualified individuals to serve as directors of the Company and on committees of the Board
- advise the Board with respect to Board composition, procedures and committees
- advise the Board with respect to corporate governance matters, including oversight of the Company’s strategy and policies with respect to ESG matters and periodic review of the Company’s performance against its ESG goals
- oversee the evaluation of the Board and the Company’s management
- review and approve all related person transactions under the Company’s Related Person Transactions Policy