Corporate Governance

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 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 15.

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  (Feb 2014)

Directors

  • 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 Organization

  • Board Leadership
  • Executive Sessions of Non-Mgmt Directors
  • Lead Director
  • Size
  • Board Committees

    Board Operations

  • 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


    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

    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.