Page 8 - AMETEK Sustainability Report 2019 HTML

08 Sustainability at AMETEK
Sound Governance
AMETEK’s future depends on the actions
we take today. Sound corporate governance is
key to enabling responsible decision-making
at the highest levels of the organization. This leads
to accountability and promotes public trust.
AMETEK’s Board of Directors and its com-
mittees play several important governance roles.
These roles include working with management
to set the company’s strategy; evaluating the perfor-
mance and determining the compensation of our
Chief Executive Officer; approving compensation for
all other executive officers; and overseeing our risk
management programs.
The Board is currently composed of nine directors,
including three women. Eight of our nine Board
members are independent directors as defined by the
NYSE. The Board’s Audit, Compensation, and
Corporate Governance/Nominating Committees each
consist entirely of independent directors. Director
nominations are made by the Corporate Governance/
Nominating Committee.
Additional details on the Board, its committees and
their functions can be found in AMETEK’s Corporate
Governance Guidelines and in our annual proxy
statement. Committee charters can also be found at
investors.ametek.com.
Our Core 09
AMETEK Corporate Governance Highlights
We have a lead independent director to chair meetings of
the independent directors and act as a liaison between the
independent directors and our Chairman and CEO.
We have independent, experienced committee chairpersons.
Our Board includes three female directors.
A majority vote is required for the election of directors in
uncontested elections.
Proxy access is permitted for a shareholder, or a group of up
to 20 shareholders owning at least 3% of our common stock
for at least three years, to submit director nominees.
All members of our Audit Committee are considered
financial experts.
We have robust stock ownership guidelines for our Board
and senior management.
Executive compensation is benchmarked annually by a third
party and is designed in a manner to not promote excessive
risk taking.
The Board undertakes an annual self-evaluation process.
Sustainability at AMETEK
Compliance and Risk
Management Oversight
One of the primary roles of AMETEK’s executive
leadership team and the Board of Directors is
to assess and mitigate the various risks associated
with our businesses.
To that end, AMETEK has designated an Enterprise
Risk Management (ERM) committee that meets quarterly
with the goal of maximizing the company’s ability to
achieve its business objectives. The committee, made
up of a cross-functional team including ERM experts
and senior business leaders, helps achieve this vision by
creating a comprehensive approach to anticipate,
identify, prioritize and manage material risks to our
organization. Enterprise risk includes any significant event
or circumstance that could impact the achievement of
our business objectives, including strategic, operational,
reporting, compliance and reputational risks.
The primary responsibility of the ERM committee is to
ensure that sound policies, procedures and practices are
in place for the enterprise-wide management of
the company’s material risks. The committee is also
responsible for reporting results of these activities
to the Board of Directors and its Audit Committee. While
AMETEK’s Audit Committee has primary responsibility
for overseeing risk management for AMETEK, our entire
Board, and each committee of the Board, plays
an active role in risk management activities. The Audit
Committee receives quarterly reports from AMETEK’s
management team and the entire Board receives a
risk management update at least annually. Risk
management focus areas include, but are not limited to:
• Cyber Security
• Response to Natural Disasters
• Country Concentration Risk
• Geopolitical Risk
• Product and Technology Risk
As an element of ERM oversight, AMETEK and our Board
of Directors are committed to legal, regulatory and
environmental compliance. Within this framework, we have
developed a robust set of internal policies and procedures,
which are made available to all employees to help monitor
and manage compliance across our enterprise.