Quad is dedicated to high standards of corporate governance. Our Board of Directors is committed to acting in the long-term best interests of our shareholders and continually reviews our policies with those interests in mind, as well as in light of recent trends in corporate governance. While the full Board maintains the ultimate oversight responsibility for the operational and strategic risk management process, the Board also has standing audit, finance and compensation committees. As a controlled company under the corporate governance listing standards of the NYSE, the Board is not required to, and does not have, a nominating committee. Each committee is appointed by and reports to the Board. The Board of Directors are elected annually to one-year terms and currently consists of nine directors, five of which are independent. Further information about each of the Board members, Board committees, and governance guidelines are detailed below.
Quad Chairman, President & CEOGo to page
Former CEO – R. R. Donnelley & Sons Company; Former Chairman & CEO – World Color Press Inc.; Former Chairman – NewPage CorporationGo to page
Retired Chairman & CEO, Appleton Papers, Inc.Go to page
Retired Vice Chairman and Executive Vice President of Global Strategy & Corporate Development, Quad/Graphics, Inc.Go to page
Former Senior Vice President & CMO, L.L. Bean Inc.Go to page
Partner and Head of New York Office, Arbor InvestmentsGo to page
President, Windhover FoundationGo to page
Chairman and CEO, Foley & Lardner LLPGo to page
Retired Chairman and CEO, Briggs & Stratton CorporationGo to page
The Board relies on its audit committee to address significant financial risk exposures (including cybersecurity risk) facing the Company and the steps management has taken to monitor, control and report such exposures, with appropriate reporting of these risks to be made to the full Board. The principal functions performed by the audit committee include assisting and discharging certain responsibilities of the Board in overseeing the reliability of financial reporting, the effectiveness of internal control over financial reporting, the process for monitoring compliance with corporate codes of conduct, the internal auditors and audit functions and the independence of the independent external auditors and audit functions. In addition, the audit committee’s duties also include:
- direct responsibility for the appointment, compensation, retention and oversight of the independent external auditors;
- review and discussion with the independent external auditors of the scope of their audit;
- review and discussion of the financial statements, management’s discussion and analysis of financial condition and results of operations included in the Company’s periodic filings;
- review of any reports to shareholders containing financial information, quarterly earnings press releases and other financial information and earnings guidance;
- discussion with the Company’s internal auditors about the audit plan, results of internal audits, review of such accounting principles, policies and practices, reporting policies and practices as it may deem necessary or proper, and the establishment of procedures for receiving “whistleblower” complaints; and
- establishing policies concerning the provision of non-audit services by the independent external auditors.
The principal functions performed by the finance committee are to provide assistance to, and discharge certain responsibilities of, the Board relating to the capital structure, means of financing, selection of lenders, cash flow modeling, interest rate sensitivity and similar matters so as to achieve the Company’s long-range plans.
The Board relies on its compensation committee to address significant risk exposures facing the Company with respect to compensation and with appropriate reporting of these risks to be made to the full Board. The principal functions of the compensation committee include:
- reviewing and approving the annual salary, bonuses, equity-based incentives and other benefits, direct and indirect, of the Company’s corporate officers;
- reviewing and reporting on the compensation and human resources policies, programs and plans of the Company;
- administering the Company’s stock option and other compensation plans;
- reviewing and recommending to the Board chief executive officer compensation; and
- reviewing and recommending to the Board director compensation to align directors’ interests with the long-term interest of the Company’s shareholders.
In addition, the compensation committee’s duties also include:
- determining and approving the Company’s compensation philosophy;
- determining stock ownership guidelines for the Company’s executive officers and directors and monitoring compliance with any such guidelines;
- on an annual basis, preparing a report regarding executive officer compensation for inclusion in the Company’s annual proxy statement; and
- reviewing and evaluating the Company’s policies and practices in compensating employees, including non-executive officers, as they relate to risk management practices and risk-taking incentives.
The Board has adopted corporate governance guidelines that, in conjunction with the Board committee charters, establish processes and procedures to help ensure effective and responsive governance by the Board. The corporate governance guidelines also establish the Company’s policies on director orientation and continuing education, which include a mandatory orientation program for new directors and provide that the Board will be assessed on an annual basis to determine whether it and its committees are functioning effectively. In addition, the Company’s corporate governance guidelines provide that the Board have regularly scheduled meetings at which the non-management directors meet in executive session without the Company’s executive officers being present. The non-management directors may also meet without the Company’s executive officers present at such other times as they determine appropriate. The corporate governance guidelines also provide that the Company’s executive officers and other members of senior management who are not members of the Board will participate in Board meetings to present information, make recommendations and be available for direct interaction with members of the Board. In addition, the Board has adopted director independence standards to assist it in making determinations regarding whether Quad’s directors are independent as that term is defined in the listing standards of the New York Stock Exchange.