How TTEC is governed
of a commercially successful, socially responsible enterprise that maximizes value for our stakeholders and delivers exceptional service to our clients. The Board is responsible for the oversight of TTEC’s strategy and monitoring of the company’s financial reporting, ethics, and regulatory compliance programs. The Board delegates the day-to-day operations of the Company to its management team led by TTEC’s chief executive officer. Board composition and performance Board size and composition TTEC’s Restated Certificate of Incorporation provides for a board size of between two and 11 directors. The Board, which currently has eight members, believes that the interests of the Company and its stockholders are best served when the majority of directors are independent. The Board is led by TTEC Founder and CEO Ken Tuchman, who serves as the chairman of the Board. Today, the Board does not require separation of the positions of chairman and chief executive officer. The Board, however, retains the flexibility to determine from time to time whether the Chief Executive Officer and the chairman positions should be combined or separated, whether an independent director should serve as chairman of the Board, and whether to appoint a lead independent director to serve as a liaison between independent directors and the chairman. Director independence The Board performs an annual review of its members’ independence in accordance with the independence standards of the NASDAQ Stock Market. Each director, and any nominee, provides the Board with full information regarding his/ her business and other relationships with the Company and its affiliates, including executive officers, to enable the Board to make its independence determinations. Directors are required to inform the Board of any material changes in their circumstances or relationships that might affect the board’s determination of the directors’ independence.
TTEC recognizes strong corporate governance is essential to achieve industry leadership and the appropriate balance between the objectives and priorities of our stockholders and other stakeholders — our valued clients and the communities where we work. TTEC’s Board of Directors adopted these corporate governance guidelines, which together with TTEC Restated Certificate of Incorporation, our company bylaws, and charters of the board’s committees, provide a framework for how TTEC is governed. These guidelines are reviewed each year by the board’s Nominating and Governance Committee to ensure they advance the best interests of TTEC, stockholders, and other stakeholders, while complying with relevant laws that regulate TTEC’s business. How TTEC is governed Our Company is led by our Board of Directors, elected by our stockholders. The board’s responsibility is to oversee and guide the TTEC management team in its overarching objectives
36 TTEC 2023 Impact and Sustainability Report
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