Contents
Introduction Social
Governance
Environmental
Indexes
Awards
TTEC 2024 Impact and Sustainability Report
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How TTEC is governed
The Nominating and Governance Committee selects director nominees on the basis of 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. Mandatory retirement age is not necessary for TTEC directors, in the board’s view. The Board believes 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 is confident 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.
In 2024, 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 100 Congress Ave., Suite 1425, Austin, TX 78701, 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.
our stakeholders and delivers exceptional service to our clients. The Board is responsible for the oversight of TTEC’s strategy and the 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 seven 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. The Board does not require separation of the positions of chairman and chief executive officer at this time. However, the Board 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 believes effective corporate governance is vital to balance stakeholder interests, including our stockholders, valued clients, and communities across the globe. Our Board of Directors established these governance guidelines alongside our Certificate of Incorporation, bylaws, and board committee charters to direct how TTEC operates. The Nominating and Governance Committee reviews these guidelines annually to ensure they serve TTEC’s interests, meet stakeholder needs, and maintain legal compliance. 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 of a commercially successful, socially responsible enterprise that maximizes value for
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