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Overview
The business and affairs of the Company are managed under the overall direction of the Board of Directors. To assist it in carrying out its duties, the Board has delegated certain authority to four standing committees: Audit, Compensation, Finance and Governance.
Under the Company's Restated Certificate of Incorporation  , the number of directors is determined exclusively by the Board. Currently, the Board has fixed the number of directors at 12.
Ecolab's Annual Meeting of Stockholders is held each May for the election of directors and for the transaction of such other business as may properly come before the meeting. Any stockholder proposals of business must comply with the notice procedures set forth in Article II, Section 4 of the Ecolab Inc. By-Laws. |
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Governance Principles
(August 7, 2009)
Composition and Qualifications
Independence
Limitations on Other Directorships
Selection of Directors
Majority Vote
Orientation and Continuing Education
Change of Principal Occupation
Service Limitations of Directors
Duty of Loyalty and Confidentiality
Attendance and Information Review
Conflicts of Interest
Board Interaction and Constituencies
Compensation of Directors
Director Stock Ownership Guidelines
Board Leadership
Executive Sessions of Non-Mgmt Directors
Lead Director
Size
Board Committees
Board Meetings
Appropriate Information and Access
Ability to Retain Advisors
Meeting Attendance by Non-Directors
Committee Meetings
Assessing the Board's Performance
CEO Evaluation
Succession Planning
Management Development
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Contact Information
Lead Director
Ecolab shareholders and other parties who desire to correspond with the Ecolab Board of Directors may use the following form to submit inquiries to our Lead Director.
Audit Committee
Ecolab shareholders, employees and other parties may use the Contact Audit Committee form to submit complaints to the Audit Committee of the Board of Directors regarding accounting, internal controls and other auditing matters. See also Audit Committee.
Director Nominations
Recommendations by stockholders of potential director nominees may be directed to the Governance Committee, in care of the Ecolab Corporate Secretary, at investor.info@ecolab.com. For more information on the nomination process see Article II, Section 3 of the Ecolab Inc. By-Laws.
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Latest CEO/CFO Certifications
Certifications pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002: 06-Nov-09
Certifications pursuant to 18 U.S.C. Section 1350 and Section 906 of the Sarbanes-Oxley Act of 2002: 06-Nov-09
Certifications pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002: 06-Nov-09
Certifications pursuant to 18 U.S.C. Section 1350 and Section 906 of the Sarbanes-Oxley Act of 2002: 06-Nov-09
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