Upholding high standards of corporate governance is key to maintaining the trust of investors and other stakeholders. Ford's corporate governance principles, code of ethics and charters for each committee set the governance framework for Ford's Board of Directors.
Ford's Board addresses significant business issues, including those related to sustainability, as a full group and through five committees: Audit, Compensation, Environmental and Public Policy, Finance, and Nominating and Governance. Five Directors serve on the Environmental and Public Policy Committee, which is chaired by Dr. Homer Neal. The Committee reviews environmental, public policy and sustainability issues facing the Company around the world. During 2006, Ford's Board of Directors met 13 times and the Environmental and Public Policy Committee met three times.
We have established a procedure for shareholders to submit accounting and other concerns to independent directors and to send other communications to the Board.
In September 2006, Ford split the role of Chairman of the Board of Directors and Chief Executive Officer when Alan Mulally joined Ford as the Company's President and Chief Executive Officer. At that time, he was also elected to the Company's Board of Directors. William Clay Ford, Jr., who had previously served as CEO and Chairman, remains on the Board in the role of Chairman.
Under New York Stock Exchange (NYSE) Listed Company rules, a majority of our directors must be independent directors. The NYSE rules also provide that no director can qualify as independent unless the Board affirmatively determines that the director has no material relationship with the listed company. Ford's standards in determining whether or not a director has a material relationship with the Company are contained in the Company's Corporate Governance Principles and can be found on our website (see link below). Based on Ford's standards, eight of the Company's current 12 directors are independent. In addition, two other directors, both of whom left the Board during 2006, were determined by the Board to be independent.
For more information on Ford's corporate governance practices, including the principles and policies that govern the conduct of the Board and the members of the Board, go to http://www.ford.com/en/company/corporateGovernance/default.htm.
