Corporate Governance

Message

As chair of the company’s board of directors, I am proud of the strength and effectiveness of our commitment to excellence in corporate governance at Steelcase.

The company earned its outstanding reputation for honesty, integrity and respecting and balancing our various stakeholders’ interests during the first 86 years of its existence as a privately held company. Since becoming a public company in 1998, our Board has continued those traditions.

Our Board is composed of 12 members, 9 of whom are independent. Our directors have diverse professional and personal experience. Together with our legacy of family ownership – and the long-term perspective, insight and knowledge that brings – with that of directors with expertise in other industries, our board has a very effective and balanced perspective. The unique blend of third-generation family members and those with expertise in other business sectors has resulted in a dynamic board of curious, demanding and independent thinkers, who have an unwavering focus on achieving long-term shareholder value.

The Board’s commitment to excellence and integrity in the area of corporate governance was formalized on December 18, 2002, when it adopted a written statement of Corporate Governance Principles. Those principles, along with our core values and the other components of our corporate governance program, reflect the way the company has operated since 1912. They also describe the ways in which we will meet or exceed shareholder expectations in corporate governance standards that are vital in today’s world.

The key elements of our corporate governance program include the charters, governance principles and board policies that are accessible on this site. The Board’s objectives in adopting the program are to clearly reflect its commitment to:

  • nominating directors who can serve as strong, effective shareholder representatives, with experience and qualifications that significantly enhance the board’s effectiveness in fulfilling its oversight and fiduciary responsibilities,
  • promoting and strengthening the relationship between directors, management, shareholders and other stakeholders by ensuring that information is shared in transparent ways and
  • ensuring the investment of the time and effort necessary to conduct the company’s business in ways that promote effective decision-making and implementation of business strategies and objectives that are consistent with the long-term interests of shareholders and other stakeholders

The Nominating and Corporate Governance Committee leads the process of evaluation, recommendation, implementation and measurement of compliance with corporate governance principles. The committee leads the annual board and board committees’ performance self-evaluation processes and continues to search for world-class governance processes, policies and principles that will enhance the overall effectiveness of the board.

 

The winning combination – effective directors and established processes and principles – ensures that the fundamentals to success in corporate governance are firmly in place at Steelcase.

Robert C. Pew III
Board Chair

Corporate Governance Documents

CORPORATE GOVERNANCE PRINCIPLES

The Board of Directors has adopted these Corporate Governance Principles to further its goal of providing effective governance of the company’s business and affairs of the company’s stockholders. These principles are reviewed annually and revised as necessary.

Business Conduct Policies

Business Conduct Policies

These policies guide our business conduct:

Committee Composition + Charters

Audit Committee
Compensation Committee
Executive Committee
Nominating + Corporate Governance Committee

Audit Committee

Audit Committee

Responsibilities

The Audit Committee’s main responsibilities are to provide assistance to the Board in fulfilling its accounting, auditing and financial reporting obligations. In addition, the committee oversees the internal control and legal compliance of:

  • the company’s financial statements
  • independent auditors’ qualifications and independence
  • performance of the company’s internal audit function

View Audit Committee Charter

Compensation Committee

Compensation Committee

Responsibilities

The Compensation Committee was established to:

  • oversee the company’s compensation and employee benefit practices and plans, including its executive compensation plans, incentive-compensation and equity-based plans
  • produce an annual report on executive compensation for inclusion in the company’s proxy statement

View Compensation Committee Charter

Executive Committee

Executive Committee

Responsibilities

The Executive Committee’s main responsibilities are to:

  • exercise the power of our Board of Directors when necessary between regular meetings, subject to any legal or regulatory limitations
  • perform such other duties as assigned by the Board of Directors from time to time

Nominating + Corporate Governance Committee

Nominating + Corporate Governance Committee

Responsibilities

The Nominating and Corporate Governance Committee’s main responsibilities are to:

  • recommend qualified individuals to become directors of the company or committees of the Board
  • advise the Board with respect to Board composition, procedures and corporate governance principles applicable to the company
  • oversee the evaluation of the Board and the company’s CEO
  • review related person transactions

View Nominating and Corporate Governance Committee Charter