Annual election of all directors
Directors elected by majority voting
Independent Chair of the Board
GOVERNANCE HIGHLIGHTS
CORPORATE GOVERNANCE PRACTICES The compass of our corporate governance practices can be found in our By-laws, our Guidelines on Significant Governance Issues, our Code of Ethics and Business Conduct and our Code of Ethics and Business Conduct for Finance Professionals, which were adopted by our Board to guide our company, our Board and our team members. We also maintain several other policies designed to promote our values, including among others, a Political Contributions Policy and Human Rights Policy. We invite you to obtain more information about our corporate governance policies and practices on our website at ir.advanceautoparts.com.
Approximately 90% of our directors are independent
All Board committees consist solely of independent directors
Regular executive sessions of independent directors
Proxy access right for up to 20-person groups of stockholders owning 3% of our stock for 3 years to nominate up to 20% of our Board
Right to call special meeting by stockholders holding 10% of shares, with no holding period
Strong guidelines on significant governance issues
Annual evaluation of the Board, its committees and individual directors
New director searches focused on key skills for the company’s long- term strategic plan and diversity characteristics
Board policy on CEO succession planning
Policies prohibiting hedging (unless certain stringent requirements are met) and pledging for all employees and directors
Robust stock ownership guidelines for directors and executive officers
Direct oversight by the Nominating and Corporate Governance Committee of ESG matters
ABOUT
PEOPLE
PLANET
COMMUNITY
GOVERNANCE
2021 ADVANCE AUTO PARTS CORPORATE SUSTAINABILITY AND SOCIAL REPORT | 56
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