In 2023, seven out of eight members of the Board of Directors were independent directors pursuant to the standards set forth in the NASDAQ Stock Market Rules, which is the standard used by the Company to determine board member independence. Director selection process The Board is responsible for selecting and approving nominees for outside directors and for approving management director nominees. The Board has delegated responsibility for overseeing the director nominee screening process to the Nominating and Governance Committee. Shareholders may recommend future nominees for board membership by submitting written suggestions in accordance with the company’s bylaws, Restated Certificate of Incorporation, and applicable law, to: Chairman of the Nominating and Governance Committee; c/o TTEC, 6312 S. Fiddler’s Green Circle, First Floor, Suite 100N, Greenwood Village, CO 80111, USA, Attention: General Counsel and Secretary. The Nominating and Governance Committee uses one set of criteria for evaluating candidates regardless of referral source. TTEC directors are elected by a plurality of the votes cast at any meeting of stockholders. All director nominations are made in accordance with the bylaws of the Company and are communicated to the corporate secretary in writing not earlier than close of business on the 120th day and no later than close of business on
the 90th day prior to the first anniversary of the preceding year’s annual meeting of the company’s stockholders. Board member qualifications The Nominating and Governance Committee is responsible for periodically reviewing with the Board the appropriate skills and characteristics of board members in the context of the then-current makeup of the Board and the company’s needs at that time, and for selecting director nominees for full board consideration. The Nominating and Governance Committee selects director nominees on the basis of their experience, background, judgment, integrity, ability to make independent analytical inquiries, understanding of the company’s business environment, personal accomplishment, geographic, gender, age, or ethnic diversity, and willingness to devote adequate time to board duties. In making its nominations, the Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group who can best achieve the success of the company’s business and represent stockholders’ interests through the exercise of sound judgment. Term limits and retirement age TTEC directors are elected for a term of one year. The Board does not believe it should establish limits on the number of terms a director may serve. Term limits may cause the loss of experience that is important to the optimal operation of the Board.
Board composition
Board membership by gender
Board membership by ethnicity
75% Male
25% Female
Ethnically diverse
25%
White/ Caucasian
75%
37
TTEC 2023 Impact and Sustainability Report
Made with FlippingBook Online newsletter maker