1. Introduction
The Board of Directors (the "Board") of S&P Global Inc.
(the "Corporation") has adopted these Corporate Governance
Guidelines to provide a framework for the governance of
the Corporation and to assist the Board and its Committees
in the performance of their duties and the exercise of
their responsibilities in the best interests of the
Corporation and its shareholders. These Corporate
Governance Guidelines are intended to be applied in a
manner consistent with applicable laws, the rules of any
stock exchange on which the Corporation's common stock is
listed and the Corporation's Certificate of Incorporation
and By-Laws, each as amended and in effect from time to
time. The Board may interpret, modify or make exceptions
to these Guidelines from time to time in its sole
discretion and consistent with its duties and
responsibilities to the Corporation and its shareholders.
2. Board Role and Responsibilities
The members of the Board are elected by the Corporation's
shareholders to act as the ultimate decision-making body of the
Corporation, except with respect to those matters reserved to shareholders.
In fulfilling this role, Board members exercise their business judgement to direct,
provide counsel and oversee the management of the
Corporation in the best interests of the Corporation and
its shareholders. The Board recognizes that the interests
of the Corporation's shareholders are advanced by also
considering the concerns of
other stakeholders, including employees, customers, suppliers, and the
broader public and communities in which the Corporation
operates, thereby enhancing the long-term value of the
Corporation.
The Board's responsibilities, acting directly or through
its Committees, include but are not limited to: (i)
selecting the Chief Executive Officer and approving the
senior management team responsible for conducting the
Corporation's business; (ii) reviewing and approving the
long-term business and financial strategies of the
Corporation; (iii) evaluating the Corporation's
performance and management's progress in delivering on its
strategic objectives for long-term shareholder value
creation; (iv) overseeing the Corporation's
enterprise-wide approach to the major risks facing the
Corporation, including overseeing the Corporation's
policies, procedures and practices for managing its
exposure to risk; (iv) evaluating the performance and
approving the compensation for the Corporation's Chief
Executive Officer and other senior executives; (v)
overseeing and reviewing executive succession planning,
talent development and human capital management;
(vi) monitoring and encouraging a culture of ethical behavior
and compliance with laws, regulations and corporate policies;
and (vii) monitoring the Corporation’s strategy and material activities,
practices and policies related to environmental, social and governance (“ESG”) matters.
3. Selection of Board Members
A. Board Membership Criteria
The Nominating and Corporate Governance Committee (the
"Corporate Governance Committee") is responsible for
reviewing with the Board, on an annual basis, the current
composition of the Board and the appropriate skills,
qualifications and characteristics required of Board
members.
The Corporate Governance Committee and the Board
review and assess membership criteria annually, both on an
individual basis and in the context of the overall
composition, size and structure of the Board and its
Committees as a whole, and also giving consideration to
the current and anticipated future needs of the Board and
its Committees and the Corporation's long-term strategic
plans. This annual assessment should take into account, in
addition to qualities of intellect, integrity and
judgment, factors including diversity of perspectives,
background and other demographics, length of tenure for
incumbent Directors, independence, ability to commit
sufficient time and attention to Board activities and
experience and expertise in, and an understanding of, some
combination of the following: (i) CEO or active executive leadership; (ii)
accounting and finance; (iii) industry-specific expertise
in financial services, capital, commodities and energy markets;
(iv) global perspectives and international business; (v)
strategic planning, business development and operations;
(vi) consumer sales and marketing; (vii) risk management;
(viii) innovation, digital and technology; (ix) government, public policy and
regulatory affairs; (x) corporate governance; and (xi) environmental and social matters.
B. Board Diversity
The Board believes that its membership
should reflect a diversity of occupational and personal
backgrounds and experience, including, but not limited to diversity with
respect to demographics such as gender, race, ethnicity, and age, to obtain a wide range of viewpoints
and perspectives. The Board and the Corporate Governance
Committee consider diversity as a factor in their annual
review of Board membership criteria, assessing the
appropriate skills, qualifications and characteristics
required of Board members, and in identifying and
evaluating potential Director candidates.
C. Selection of Directors
The Board is responsible for selecting all members of the
Board and for recommending such members for election by
the shareholders. The Board delegates oversight of Board
succession planning and the screening process for
potential new Director candidates to the Corporate
Governance Committee with direct input from the Chairman
of the Board or, if the Chairman is not an independent
Director, the Presiding Director.
In addition, the Corporate Governance Committee shall make
recommendations to the Board concerning the nomination of
incumbent Directors for re-election by the Corporation's
shareholders for a new term.
D. Extending the Invitation to a Potential Director to
Join the Board
Upon approval of a new Director by the Board, the
invitation to join the Board shall be extended by the
Chairman of the Board.
E. Orientation of New Directors and Continuing
Education
The Board and the Corporation have an orientation process
for all new Directors that includes providing relevant
background material to all new Directors and background
briefings by senior management of the Corporation. All
Directors are encouraged to participate in continuing
education programs to assist them in performing their
duties as Directors, and the Corporation will reimburse expenses
incurred by Directors in attending continuing education programs
relevant to their duties as a Director of the Corporation.
The Corporate Governance Committee is
responsible for reviewing and overseeing procedures for
Director orientation and continuing education.
4. Selection of the Chairman of the Board
The Board reviews its leadership structure and appoints
one of its members to serve as Chairman of the Board
annually, based upon such criteria as the Corporate
Governance Committee recommends and consideration of the
best interests of the Corporation and its shareholders.
The Chairman of the Board shall have such powers as are
set forth in the Corporation’s By-Laws and these Corporate
Governance Guidelines, as such powers may be supplemented
from time to time by the Board.
The Board has determined that the Chairman of the Board
should be an independent Director. In the event that the
Board concludes that the interests of the Corporation and
its shareholders would be better served by combining the
roles of Chairman and Chief Executive Officer, the Board,
upon recommendation of the Corporate Governance Committee,
shall designate an independent Director to serve as
Presiding Director as set forth in Section 5(H) of these
Corporate Governance Guidelines.
The general duty of the Chairman of the Board is to
provide leadership on the Board, including by setting
Board and corporate culture by example, building consensus
around the Corporation’s strategy and providing direction
as to how the Board operates. The specific
responsibilities of the Chairman of the Board include,
among others: (i) facilitating independent oversight of
management, including by setting and reviewing agendas for
Board meetings in consultation with the Chief Executive
Officer, presiding at Board meetings and chairing
executive sessions of the Board’s independent
non-management Directors, keeping Directors informed
between Board meetings and serving as an informational
resource for Directors; (ii) serving as a liaison and
promoting communication between the Board’s non-management
Directors and the Corporation’s management, including by
meeting regularly with and providing counsel to the Chief
Executive Officer and other senior executives and sharing
feedback with non-management Directors, the Chief
Executive Officer and other senior executives; (iii) with
the Chair of the Compensation and Leadership Development
Committee, overseeing succession planning, annual
performance evaluations and compensation decisions for the
Chief Executive Officer; (iv) overseeing the annual
self-evaluation process and performance evaluations of the
Board, its Committees and individual Directors, with the
Chair of the Corporate Governance Committee; and (v)
overseeing Board succession planning, refreshment,
composition and diversity, with the Chair of the Corporate
Governance Committee.
5. Board Composition and Performance
A. Size of the Board
The Board believes that the number of Directors should not
exceed a number that can function effectively as a Board.
The Board shall have a range of not less than eight (8) members, which the Board may increase
as it deems appropriate to accommodate its needs, subject to the
Corporation's Certificate of Incorporation and By-Laws. The Corporate Governance Committee
periodically reviews the size of the Board and recommends changes to the Board as appropriate.
B. Director Responsibilities
The basic responsibility of the Directors is to exercise
their reasonable business judgment on behalf of the
Corporation. In discharging that obligation, Directors
should conduct themselves with honesty and integrity in a
lawful manner that recognizes the fiduciary nature of a
Director's service to the Corporation and its shareholders
and complies with the Corporation's Code of Business
Conduct and Ethics for Directors and applicable law.
Directors should be entitled to rely on the honesty and
integrity of the Corporation's senior executives and its
outside advisors and auditors. Directors are expected to
attend Board meetings, meetings of the Committees on which
they serve and the Corporation's Annual Meeting of
Shareholders. If a Director is unable to attend any
meeting, he or she should notify the Chairman of the
Board.
C. Majority of Independent Directors
The Board will have a majority of Directors who meet the
independence criteria established by the New York Stock
Exchange.
To be considered independent, a Director must have no
material relationship (other than as a Director) with the
Corporation, or any of its subsidiaries, either directly
or as a partner, shareholder or officer of an organization
that has a material relationship with the Corporation or
any of its subsidiaries. In making independence
determinations, the Board shall broadly consider all
relevant facts and circumstances.
Compliance with the Corporation’s definition of
independence is reviewed regularly by the Corporate
Governance Committee. The Corporate Governance Committee
reviews Director independence at least annually in
connection with the Committee’s recommendation of the
slate of Director nominees for the Annual Meeting of
Shareholders.
A Director is not an independent Director of the
Corporation if:
(i) such Director is, or has been within the last three
years, an employee of the Corporation, or any of its
subsidiaries, or has an immediate family member who is, or
has been within the last three years, an executive officer
of the Corporation, or any of its subsidiaries;
(ii) such Director has received, or has an immediate
family member who has received, during any twelve-month
period within the last three years, more than $120,000 in
direct compensation from the Corporation, or any of its
subsidiaries, other than Director and Committee fees and
pension or other forms of deferred compensation for prior
service (provided such compensation is not contingent in
any way on continued service);
(iii) (A) such Director is a current partner or employee
of a firm that is the Corporation's, or any of its
subsidiaries', internal or external auditor; (B) such
Director has an immediate family member who is a current
partner of such a firm; (C) such Director has an immediate
family member who is a current employee of such a firm and
personally works on the Corporation's, or any of its
subsidiaries', audit; or (D) such Director or an immediate
family member was within the last three years a partner or
employee of such a firm and personally worked on the
Corporation's, or any of its subsidiaries', audit within
that time;
(iv) such Director or an immediate family member is, or
has been within the last three years, employed as an
executive officer of another company where any present
executive officer of the Corporation, or any of its
subsidiaries, at the same time serves or served on the
compensation committee of such other company; or
(v) such Director is a current employee, or an immediate
family member is a current executive officer, of another
company that has made payments to, or received payments
(exclusive of contributions to tax exempt organizations)
from, the Corporation, or any of its subsidiaries, for
property or services in an amount which, in any of the
last three fiscal years, exceeds the greater of $1
million, or 2% of the consolidated gross revenues of such
other company.
Proposed contributions or pledges of contributions to tax
exempt organizations, by the Corporation within any such
organization’s given fiscal year that exceeds the
greater of $1 million, or 2% of the consolidated gross
revenues of such organization, to an entity for which a
Director or an immediate family member serves as a
director, officer, or member of such entity’s
fund-raising organization or committee, shall be subject
to prior review and approval by the Corporate Governance
Committee.
For purposes of this Section 5C, an “immediate
family member” includes a person’s spouse,
parents, children, siblings, mothers and fathers-in-law,
sons and daughters-in-law, brothers and sisters-in-law and
anyone (other than domestic employees) who shares such
person’s home. Individuals who are no longer
immediate family members as a result of legal separation
or divorce, or those who have died or become incapacitated
are not taken into consideration with respect to the
determination of a Director’s independence.
For purposes of sub-paragraphs (i), (iv) and (v) above,
and Section 5(J) below, an “executive officer”
has the same meaning specified for the term
“officer” in Rule 16a-1(f) under the
Securities Exchange Act of 1934.
D. Directors Who Retire or Change Their Current Job
Responsibility
It is the policy of the Board that individual Directors
who retire or change the position they held when they were
initially elected to the Board will volunteer to resign
from the Board as of the date of such retirement or change
in position. It is not the sense of the Board that the
Directors who retire or change the position they held when
they were initially elected to the Board should
necessarily be required to leave the Board. There should,
however, be an opportunity for the Corporate Governance
Committee on behalf of the Board to review such
circumstances and make recommendations to the Board
regarding the continued appropriateness of Board
membership under such changed circumstances.
E. Service on Other Boards
Directors are expected to devote sufficient time to carry
out their duties and responsibilities effectively.
Directors should advise the Chairman of the Board or the
Presiding Director and the Chair of the Corporate
Governance Committee in advance of accepting an invitation
to serve on another public company board. The Corporate
Governance Committee shall consider the number of other
public company boards on which a Director or prospective
nominee serves in considering his or her availability to
fulfill the responsibilities of a Director of the
Corporation.
Ordinarily, Directors should not serve on the boards of
more than four other public companies (in addition to the
Corporation’s Board). Directors who are serving as
executive officers of public companies should not serve on
the boards of more than two other public companies (in
addition to the Corporation’s Board). In addition,
members of the Audit Committee should not simultaneously
serve on the audit committees of more than three
public companies, unless the Committee member is
designated as an “audit committee financial
expert” as defined by the Securities and Exchange
Commission, in which case the Committee member should not
serve on the audit committee of more than four
public companies. In special circumstances, the Board may
waive such limits on outside directorships and committee
memberships with respect to a Director, subject to review
and evaluation on an annual basis, if the Board determines
the Director is able to devote sufficient time to carry
out his or her duties as a Director or Committee member
and deems such waiver to be in the best interests of the
Corporation and its shareholders.
F. Retirement Age
Non-management Directors of the Board shall not stand for
reelection after reaching age seventy-two (72). In special
circumstances, the Board may waive such mandatory
retirement age with respect to a Director, subject to
review and evaluation on an annual basis, if it deems such
waiver to be in the best interests of the Corporation and
its shareholders. Officers of the Corporation who are
members of the Board shall not stand for reelection
following their retirement from the Corporation or upon
their leaving the active employment of the Corporation for
any reason, except that the Chief Executive Officer or
former Chief Executive Officer may be subject to the Board
retirement policies applicable to non-management
Directors.
G. Board and Committee Performance Evaluations
The Board and each of its Committees will conduct an
annual self-evaluation to determine whether the Board, its
Committees, the Chairman of the Board, the Committee
Chairs and individual Directors are functioning
effectively and to identify opportunities to improve Board
performance. Together with the Chairman of the Board, the
Corporate Governance Committee will be responsible for
establishing and overseeing the performance evaluation
criteria and process, as well as making appropriate
recommendations to the Board for enhancing its
effectiveness. The Corporate Governance Committee will
receive the results of the self-evaluations, including
comments from all Directors, and is responsible for
reporting annually to the Board concerning its assessment
of the Board’s performance and the performance of each of
the Committees of the Board, the Chairman of the Board and
the Committee Chairs. The Corporate Governance Committee’s
performance evaluation of the Board should assess the
Board’s contribution as a whole and should specifically
review areas in which the Board and/or management believes
a better contribution could be made.
The Corporate Governance Committee will also annually
evaluate individual incumbent Directors to be recommended
for re-election by the Corporation’s shareholders for a
new term.
H. Board Compensation Review
It is appropriate for the management of the Corporation to
report periodically to the Corporate Governance Committee
concerning the status of Board compensation in relation to
appropriate market and peer group data. Compensation
levels are reviewed periodically by the Corporate
Governance Committee by reference to third-party
consultant surveys of corporations including the
Corporation’s proxy peer group and in consultation with
such other sources as the Corporate Governance Committee
deems appropriate.
Changes in Board compensation, if any, will be made by the
full Board based upon a formal recommendation of the
Corporate Governance Committee.
I. Stock Ownership
The Board is committed to ensuring that all Directors have
an ownership stake in the Corporation. All non-management
Directors are subject to a requirement to own or acquire
shares under the Corporation’s Non-Employee Director Stock
Ownership Guidelines. The Board believes that the
ownership of a substantial amount of stock in the
Corporation is not a basis for disqualifying a Director as
being independent. In order to create a direct linkage
with corporate performance, the Board believes that a
significant portion of a Director’s total compensation
should be provided in the form of common stock of the
Corporation.
J. Presiding Director
In the event that the Chairman of the Board is not an
independent Director, the Board shall designate an
independent Director to serve as Presiding Director. The
selection of the Presiding Director shall be made at a
meeting (or portion thereof) at which only independent
Directors are present. The Corporate Governance Committee
will be responsible for making a recommendation to the
independent Directors when the Presiding Director is up
for appointment. The Presiding Director shall serve for
such term as the independent Directors shall determine.
The term of the Presiding Director will automatically
expire upon the appointment by the Board of a Chairman who
is an independent Director.
Each Director is encouraged to engage in direct
communication with the Presiding Director, the Chairman of
the Board, the Chief Executive Officer, and the other
Directors.
K. Executive Sessions of Directors
The non-management Directors of the Board will meet
without management present in executive session at each
regularly scheduled meetings of the Board or more
frequently, as needed. Non-management Directors are all
those who are not executive officers of the Corporation or
any of its subsidiaries. If the non-management Directors
include Directors who are not independent, an executive
session including only independent non-management
Directors will be scheduled at least once each year or
more frequently, as needed. The Chairman or, if the
Chairman is not an independent Director, the Presiding
Director will preside over each executive session of the
non-management Directors.
The independent non-management Directors of the Board will
meet in executive session at least once each year without
management present in order to review the performance and
compensation of the Chief Executive Officer.
L. Director Access to Independent Advisors
The Board and each Committee of the Board shall have the
power to hire independent legal, financial or other
advisors as they may deem necessary, without consulting or
obtaining the approval of any officer of the Corporation
in advance.
M. Board Engagement with Shareholders and other
Constituencies of the Corporation
The Corporation welcomes feedback and endeavors to engage
in constructive and meaningful dialogue with its
shareholders as well as other stakeholders and
constituencies. To enable the Corporation to speak with a
single voice, senior management generally speaks and
serves as the primary spokesperson for the Corporation.
Individual Board members may, from time to time at the
request of the Chief Executive Officer or Chairman, meet
or otherwise communicate with various constituencies that
are involved with the Corporation on issues where
Board-level involvement is deemed appropriate. If comments
from the Board are appropriate, they should, unless
otherwise requested by the Chief Executive Officer or
Chairman, come from the Chairman.
N. Communication with Directors
Shareholders, employees and others may communicate
directly with one or more members of the Board by writing
to the Corporate Secretary, c/o Office of the General
Counsel, S&P Global Inc., 55 Water Street, New York,
New York 10041-0003, or by sending an email to the
Corporate Secretary at
corporate.secretary@spglobal.com.
The Corporate Secretary may sort or summarize such
communications as appropriate and, depending on the nature
of the communication, the correspondence will either be
forwarded or periodically presented to the Board.
6. Board Meetings
A. Selection of Agenda Items for Board Meetings
The Chief Executive Officer will establish the agenda for
each Board meeting and the agenda will be reviewed by, as
applicable, the independent Chairman or the Presiding
Director.
Each Board member may suggest the inclusion of additional
item(s) on the agenda. Each Board member may raise at any
regular Board meeting subjects for discussion that are not
on the formal agenda for the meeting.
B. Distribution of Board Materials
Information and data that is important to the Board’s
understanding of the various businesses of the Corporation
and each Committee’s fulfillment of the roles and
responsibilities set forth in its charter shall be
distributed to the Board prior to each Board meeting, and
all Directors shall have access to the materials for each
of the Board’s Committees. Directors should review in
advance any materials sent to them before the meeting.
C. Strategy and Risk Oversight
The Board is responsible for overseeing and evaluating the
Corporation’s long-term strategic plan and enterprise risk
management. The Board reviews and discusses the
Corporation’s strategic plan at least annually, in a Board
session dedicated to strategy-related topics, and
throughout the year during regular Board meetings.
The
Board also oversees and periodically reviews the
Corporation’s key enterprise-wide risks and risk
management framework through regular management and
Committee reports to the Board, in strategy discussions
and as an in-depth agenda topic. In addition, the Board
delegates oversight for specific categories of risk to its
Committees, which assist the Board in evaluating key risks
and assessing the Corporation’s policies, procedures,
monitoring and escalation protocols for risks within their
areas of responsibility.
7. Committee Matters
A. Number, Structure and Independence of Committees
The Board shall have the following Committees:
Audit
Compensation and Leadership Development
Executive
Finance
Nominating and Corporate Governance
Only independent Directors shall serve on the Board’s three standing committees consisting of the Audit,
Compensation and Leadership Development, and Nominating
and Corporate Governance Committees. The Board has the
flexibility to form a new Committee as deemed appropriate
by the Board or, to the extent permitted by law, to
disband a current Committee, other than the three standing committees.
From time to time, the Board may also constitute ad hoc committees to address special issues.
The Chairman of each
Committee shall report to the full Board, as appropriate,
with respect to those matters considered and acted upon by
each Committee. Each Committee operates under a written
charter that sets forth the purposes, goals and
responsibilities of the Committee, as well as the
qualifications for Committee membership, procedures for
appointment and removal, Committee structure and
operations and reporting to the Board. The charter of each
Committee shall be reviewed on an annual basis and any
amendments shall be approved by the Corporate Governance
Committee, except that the charter of the Corporate
Governance Committee shall also be subject to annual
approval by the Board.
B. Assignment and Rotation of Committee Members
The Corporate Governance Committee is responsible, after
consultation with the Chairman of the Board or, if the
Chairman is not an independent Director, the Presiding
Director, and after giving due consideration to the
desires of individual Board members, for the assignment of
Board members to various Committees and for the selection
of Committee Chairmen. The Board believes that Committee
Chairmen should be rotated periodically at reasonable
intervals at the recommendation of the Corporate
Governance Committee.
C. Frequency and Length of Committee Meetings
The Chair of each Committee, in consultation with
Committee members, will determine the frequency and length
of the meetings of the Committee, subject to the meeting
requirements of the applicable Committee charter. Each
Committee shall prepare minutes of meetings of the
Committee.
Each Committee Chair may invite management and staff, as
appropriate, to attend sessions of Committee meetings. Each Committee shall
meet in executive session without management present at each regularly scheduled
Committee meeting.
D. Committee Agenda
The Chair of each Committee, in consultation with
Committee members and the appropriate members of
management and staff, will develop the Committee’s agenda.
8. Board Relationship to Senior Management
A. Regular Attendance of Non-Directors at Board
Meetings
The Chief Executive Officer (after consultation with, as
applicable, the independent Chairman or the Presiding
Director) may invite senior officers of the Corporation to
attend all the non-executive sessions of the Board
meetings. The Chief Executive Officer (after consultation
with, as applicable, the independent Chairman or the
Presiding Director) may invite other executives of the
Corporation to attend specific Board meetings.
B. Board Access to Senior Management
Board members shall have complete access to the
Corporation’s senior management. Such contact, if made in
writing, should be copied by the Director to the Chief
Executive Officer and, as applicable, to the independent
Chairman of the Board or the Presiding Director.
The Board encourages senior management to, from time to
time, bring executives to Board meetings who: (i) can
provide additional insight into the items being discussed
at the meeting because of personal involvement in these
areas; and/or (ii) represent executives with future
leadership potential that senior management of the
Corporation believes should be given exposure to the
Board.
9. Leadership Development
A. Formal Evaluation of the Chief Executive Officer
The independent Directors shall conduct an annual
performance evaluation of the Chief Executive Officer.
Such annual performance appraisals shall be communicated
to the Chief Executive Officer by the Chairman of the
Compensation and Leadership Development Committee and, as
applicable, by the independent Chairman of the Board or
the Presiding Director.
The annual evaluation of the Chief Executive Officer shall
be based on objective criteria, including the performance
of the Corporation’s various businesses, the
accomplishment of long-term strategic objectives and the
development of the Corporation’s management.
The annual performance evaluation of the Chief Executive
Officer shall inform the Compensation and Leadership
Development Committee’s annual determination of the
compensation of the Chief Executive Officer.
B. Succession Planning
The Board shall have responsibility for succession
planning involving the Chief Executive Officer and
oversight of succession planning involving other senior
level positions, including the Chief Executive Officer’s
direct reports.
The Corporate Governance Committee shall review and report
to the Board for discussion, at least annually, on the
Chief Executive Officer’s recommendation concerning an
emergency succession plan, in the event of the Chief
Executive Officer’s death or disability, and overall
succession planning (short-term and long-term) for the
Chief Executive Officer, including a review of potential
internal successors among the Chief Executive Officer’s
direct reports. The Compensation and Leadership
Development Committee shall review and report to the Board
for discussion, at least annually, on overall succession
planning for key senior executives, including the Chief
Executive Officer’s direct reports, and other executives
below the Chief Executive Officer’s direct reports.
There should also be an annual discussion or report to the
Board by the Chief Executive Officer with respect to
succession planning concerning the Chief Executive Officer
and other senior level positions.
C. Management Development
There will be an annual discussion or report to the Board
by the Chief Executive Officer concerning the
Corporation’s program for management development.
S&P Global Inc.
Board of Directors