Our Board and its committees oversee our Company’s strategy and governance. The Company’s fundamental policy is to conduct its business with honesty and integrity in accordance with the highest legal and ethical standards, and we believe this is critical to our long-term success. Our Board has adopted our Code of Ethics and Conduct in order to help equip all our employees, officers and directors to conduct the Company’s business in an honest and ethical manner.
The Code of Ethics and Conduct addresses conflicts of interest, confidentiality, fair dealing with others, proper use of Company assets, compliance with laws, insider trading, keeping of books and records, as well as reporting of violations. The Company does not tolerate retaliation against an employee who makes a report of actions that may be inconsistent with our Code of Ethics and Conduct, policies or laws or regulations or who assists in an investigation of suspected wrongdoing. Each of us plays a critical role in safeguarding the reputation of the Company, and all employees are encouraged and responsible for speaking up anytime they become aware of a potential violation of our codes, policies or laws. We also strive to have an environment free of discrimination, harassment and retaliation.
Our Board monitors the mix of specific experience, qualifications and skills of its members so that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. Our Corporate Governance Guidelines specifically take the diversity of a potential director nominee’s gender, race and ethnicity into account when considering candidates for the Board, and the Nominating and Corporate Governance Committee and the Board are committed to increasing Board diversity. The members of our Board are elected on an annual basis. Our Board and its committees perform annual self-evaluations to ensure that they are best equipped to create shared value for the Company’s stockholders.
The majority of the members of the Board are “independent” under the rules of the NYSE. In October 2019, the Board designated Mr. Best, an independent director, to serve as the Lead Independent Director. In this capacity Mr. Best provides, in conjunction with the Chairman, leadership and guidance to the Board, including the following responsibilities: preside over all meetings of the Board at which the Chairman of the Board is not present, including any executive sessions of the independent directors; approve Board meeting schedules and agendas; and act as the liaison between the independent directors and the Chief Executive Officer and Chairman of the Board. To facilitate candid discussion among the Company’s directors, the non-management directors meet in executive session in conjunction with each regular board meeting and as otherwise determined by the Lead Independent Director. In addition, at least once a year, the non-management directors who are independent under NYSE listing standards meet in executive session in conjunction with a regular board meeting.