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 five standing committees:
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 13.
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.
Governance Principles (May 2012)
Composition and Qualifications
Limitations on Other Directorships
Selection of Directors
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
Executive Sessions of Non-Mgmt Directors
Appropriate Information and Access
Ability to Retain Advisors
Meeting Attendance by Non-Directors
Assessing the Board's Performance
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.
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.
Email the Governance Committee recommendations of potential director nominees. For more information on the nomination process see Article II, Section 3 of the Ecolab Inc. By-Laws.