|
|
|
Ethics and Corporate Governance
Cliffs promotes the highest level of ethical conduct from all employees and has established corporate governance practices that are designed to give the Board of Directors the tools to oversee management and enhance long-term shareholder value. Following are several key examples of Cliffs' corporate governance process:
|
Nine of Cliffs' 11 Directors are independent.
|
|
There is no family relationship among any
of Cliffs' Directors and officers.
|
|
All Directors are elected annually, and
shareholders have cumulative voting rights.
|
|
Independent Directors have designated a lead
Director and meet at regularly scheduled
executive sessions without management.
|
|
Audit, compensation and organization, and
nominating committees are composed entirely
of independent Directors.
|
|
Independent Directors must take 40 percent
of their annual retainer in Company stock.
|
|
All Directors attended at least 85 percent of
the meetings of the Board of Directors and
Board Committees of which they were a
member in 2002.
|
|
Average service of independent Directors
is seven years.
|
|
Average age of independent Directors is 63,
and mandatory retirement age is 72.
|
|
There is no retirement plan for independent
Directors elected to the Board subsequent
to 1998.
|
|
A formal code of ethics provides guidance
to Cliffs' Directors and employees. |
Good corporate governance is more than a process; it is values lived. It is reflected in a commitment to integrity, one of Cliffs' core values. Ethical
standards are not simply a set of rules, but rather the way we live and work day to day. Rules and regulations are important, but ultimately it is
people of integrity committed to doing the
right thing.
|
|