Avoiding overboarding TTEC expects its directors to devote sufficient time to their responsibilities and they are encouraged to limit their membership on boards of other public companies. TTEC believes that the issues the Company faces are complex and evolving, requiring focused time and attention from its board members. To help ensure that the company directors have adequate capacity to focus on their responsibilities and to serve in the best interest of its shareholders, the Company expects its outside directors will sit on no more than four public company boards in addition to the TTEC Board, provided, however, that five public board memberships may be permitted in certain circumstances when some of the boards are not very active (have fewer than four meetings a year, for example). Additionally, TTEC expects that if directors are employed in a senior executive capacity, then such directors will serve on no more than one public company board in addition to the TTEC Board and the board of the company where they work. Moreover, TTEC directors may not hold more than two public company audit committee roles. Performance evaluation The Board conducts an annual evaluation of its overall effectiveness and the effectiveness of each committee. The Nominating and Governance Committee manages this process by directing the general counsel and company secretary to administer the annual evaluation. The chairman of the Nominating and Governance Committee reviews the evaluation feedback and uses the information to work with the full Board to implement changes or improvements in the functioning of the Board and to recommend board education.
The Board does not believe that mandatory retirement age is necessary for TTEC directors. It is the view of the Board that directors who have served for an extended period of time provide valuable insight and continuity to the operations of the Company. With its annual assessment, member competency reviews, and annual director nomination process, the Board believes it has appropriate mechanisms in place to maintain the expertise on the Board necessary to support the business and serve TTEC’s stockholders. Board equity holding requirements To create alignment with long-term shareholder interests, our Board believes that directors should be long-term owners and requires each outside TTEC director to hold equity in the Company with a current value of 5x the value of the director’s annual cash retainer. Ethics, conflicts, and board conduct Members of the Board shall act at all times in accordance with TTEC Ethics Code: How TTEC Does Business , which applies to all directors and TTEC employees. This includes, in particular but without limitation, strict adherence to TTEC’s policies with respect to conflicts of interest, confidentiality, and ethical conduct in all business and personal dealings. Board members are required to be mindful of possible conflicts of interest, including anything that could impair their independence as directors of the Company, and should discuss any issues that may raise ethical or conflict of interest concerns with the company’s general counsel, board chairman, or the chair of the Nominating and Governance Committee. If a significant conflict arises and cannot be resolved, a director is expected to resign. The Board is further committed to full disclosure in accordance with all applicable requirements of potential conflicts and any waiver approved by the Board.
38 TTEC 2023 Impact and Sustainability Report
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