Univar Solutions Inc. (NYSE: UNVR) (“Univar Solutions” or the “Company”), a global chemical and ingredient distributor and provider of value-added services, announced today the following corporate governance enhancements:
- In recognition of her valuable experience, the Board has appointed Rhonda Germany as the Chair of its Governance and Corporate Responsibility Committee, which oversees governance matters as well as the Company’s environmental and social responsibility priorities.
- Consistent with prevailing trends, in connection with the Company’s 2021 Annual Meeting of Stockholders, the Board will seek approval to eliminate the ‘supermajority’ vote threshold currently required for certain actions in the Company’s Certificate of Incorporation.
- As part of its periodic review of the Company’s Corporate Governance Guidelines, the Board has reduced the number of public boards upon which a Company director is permitted to serve, absent approval. The revised guidelines limit Company directors to serving on a total of four public company boards, limit Audit Committee members to serving on a total of three public company audit committees (absent approval) and limit the Company’s CEO to serving on a total of two public company boards. The revised guidelines are consistent with the recommendations of proxy advisory firms as well as many institutional investors.
- To ensure Company executives are responsibly compensated and appropriately held accountable, the Company has strengthened its Clawback Policy to include the ability to clawback incentive compensation not just in those instances where a financial statement restatement is required, but also in the event of misconduct.
These changes reflect the Company’s ongoing evolution in relation to governance best practices, including enhanced shareholder rights. Previous changes have included providing shareholders with proxy access rights and declassifying the board, which is expected to be complete at the next election. Most recently, the Company adopted a board retirement policy, appointed an Independent Chair, and reduced the board size to ten directors.
“First, let me congratulate Rhonda on being appointed Chair of our Governance and Corporate Responsibility Committee. With Rhonda’s skills and experience, she will provide valuable leadership as we continue to execute our governance and corporate responsibility strategy,” said Christopher Pappas, Univar Solutions Board Chair. “I’m pleased to see how we have steadily adopted changes to our governance structure as we have evolved from a private to a public company.”
“I’m very excited to welcome Rhonda as Chair of such an important committee and believe these additional enhancements represent the evolution of our governance structure to reflect progressive public company practices,” said David Jukes, Univar Solutions President and Chief Executive Officer. “Since our initial public offering in 2015, Univar Solutions has continued to introduce a best practice governance structure designed to enhance value for all our shareholders.”
“I look forward to continuing my work with Chris and David as I Chair our Governance and Corporate Responsibility Committee and lead the ongoing evolution of our governance practices,” said Rhonda Germany. “Together I am confident we will keep building on our momentum as we continue to work on progressing our approach to environmental, social and corporate governance matters.”