Good corporate governance is essential to the successful operation of our business, the wellbeing of our Team Members and the relationships with our stakeholders. Our governance practices are consistently ranked high by rating agencies, with ISS assigning us its highest rating of 1.
The Board of Directors (Board) is ultimately responsible for the Company’s corporate governance. Even though non-employee directors are not involved in the day-to-day operations of the Company, they are kept informed of the Company’s business through operating, financial and other reports. These reports also prepare them for Board of Directors meetings and meetings of our four standing committees. The tone established and maintained by our Board is critical to driving our strategy forward.
Considered a best practice, the Company's Corporate Governance Guidelines specify that when the Chairman of the Board also serves as an employee of the Company, the chair of the Corporate Governance Committee will serve as "Lead Independent Director" and, among other things, serve as a liaison between the non-independent chairman and the independent directors; review and approve the schedule, agenda, and materials for all meetings of the Board; chair executive sessions of the independent Board members at scheduled Board meetings without the non-independent chairman present; provide consultation and direct communication to major stockholders, if requested; and call special meetings of the independent directors if needed. From the date of Mr. Feeler's appointment as Chairman of the Board on May 27, 2015, an independent director has served as Lead Independent Director.
Board Succession and Refreshment
US Ecology’s Board of Directors is comprised of nine members, eight of whom are independent, that are elected annually. We believe that a range of tenure among Board members from a variety of backgrounds ensures a balanced mix of experience and fresh perspectives on our business in the boardroom.
Annually, at the Board’s direction, evaluations of both the Board as a whole and the skills of each director are conducted. The Board solicits feedback from each director on a variety of matters such as Board size and composition, leadership, committees, accountability, and effectiveness of addressing action items identified in the prior year’s evaluation. Directors are also given the opportunity to include comments to each question and comment generally on the performance of the Board. The Board also solicits each director’s evaluation of his or her own skills. The Board reviews the results of the evaluation and identifies areas of strengths, weaknesses, and action items to improve the performance and effectiveness of the Board. The Board reviews the skills of the directors to identify areas where additional training or education may be appropriate and to assist with evaluating director candidates.
The Corporate Governance Committee considers candidates for director whose experience and expertise will complement the skill sets of current directors and who can provide requisite oversight and support for the Company’s next phase of growth and the creation of shareholder value. At a minimum, a successful candidate will be one with:
High ethical standards and integrity
Expertise in a particular skill(s) determined to be important through the Board of Directors skills assessment and Board evaluation process
An ability to think critically and independently
Exposure to broad range of industries
Broad-based business acumen
Senior level executive experience
An understanding of the Company’s business, industry, and related regulatory environment
We believe that consideration of these and other factors leads to a Board consisting of individuals with viewpoints, professional experience, education, skills and other qualities that contribute to Board heterogeneity. The Corporate Governance Committee is committed to enhancing the diversity of the Board, including gender diversity, and actively seeks out highly qualified diverse candidates to include in the pool from which Board nominees are chosen. The Corporate Governance Committee and Board evaluate the qualifications of the Board as a whole, considering several key skills.
The Company believes that good governance requires a focus on continual improvement of each director and the Board as a whole and considers director education to be an essential element. During the onboarding process, directors become familiar with the Company, its Board, and its stakeholders through an overview of the Company’s operations, regulatory and safety programs, market position, financials, and strategy. In addition to learning opportunities at each Board and committee meeting (often provided by third-party experts), management provides monthly education opportunities for directors to learn directly from Team Members on various topics such as cybersecurity, operations, information technology, and service offerings. Board members are also encouraged to pursue learning opportunities through professional organizations and to share lessons learned with fellow Board members.