Exide Technologies has established this Code of Ethics and Business Conduct (the “Code”) to ensure that Exide Technologies and its subsidiaries and other controlled affiliates1 (collectively “Exide” or the “Company”), through their directors, officers and employees, conduct business honestly, with integrity and in strict compliance with the law. This Code memorializes the Company’s commitment to these fundamental principles and provides procedures for ensuring that the Company’s standards of integrity and ethical conduct are consistently and effectively maintained.
Nothing contained in the Guidelines is intended to expand applicable standards of liability under statutory or regulatory requirements for the Company’s directors, as and to the extent otherwise applicable. The purposes and responsibilities outlined in the Corporate Governance Guidelines are meant to serve as guidelines rather than as inflexible rules and the Board is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.
The Governance Committee shall review these Guidelines annually, or more frequently as appropriate, in comparison to the governance standards identified by leading governance authorities and the Company’s evolving needs and shall determine whether or not an amendment to these Guidelines should be recommended to the Board. Upon recommendation of the Governance Committee, the Board shall consider and adopt amendments to these Guidelines as appropriate.
All members of the Board must inform the Audit Committee of all types of transactions between them (directly or indirectly) and the Company as soon as reasonably practicable even if these transactions are in the ordinary course of business. The Audit Committee will review all related party transactions for which audit committee approval is required by applicable law.
Assessing the Board and Committee Performance. With the assistance of the Governance Committee, the Board and its committees will conduct annual evaluations to assess whether it and its committees are functioning effectively and to seek input on improvements to the Board and committees. The Governance Committee will receive comments from all Directors and report annually to the Board with an assessment of the Board’s and each Committee’s performance, which will be discussed with the Board following the end of each fiscal year.
Number of Committees. The Board currently has three (3) standing committees: Audit, Governance and Compensation and Nominating. The Audit, Governance and Compensation and Nominating committees each have their own charters. Each committee is comprised of at least three (3) members. The Board may from time to time establish or maintain additional committees as necessary or appropriate.
Board members shall have complete access to the Chief Executive Officer and reasonable access to senior officers reporting directly to the Chief Executive Officer, to employees of the Company and the books and records of the Company, and to the Company’s outside advisors. The Board believes that the Company’s executive officers and officers of its subsidiaries can assist the Board with its deliberations and provide critical insights and analyses, particularly when the Board hears presentations on the business plan for the upcoming year.
Number of Meetings. The Board shall meet periodically, as deemed necessary by the Chairman of the Board, but in no event less than four (4) times annually.
Location of Meetings. To provide Directors with first-hand knowledge to make strategic decisions and for their continuing education about the environment in which the Company operates and competes, meetings may be held at operating locations.
It is the responsibility of each Director to advise the Chairman of the Board of any affiliation with public or privately held businesses or enterprises that may create a potential conflict of interest, potential embarrassment to the Company or possible inconsistency with the Company’s policies or values. Although the Company does not limit the number of other board memberships its Directors may hold, except as may be provided in the Audit Committee Charter, such number is considered when evaluating the candidate for nomination to the Board.
The Board believes that Directors, the CEO and other qualifying officers should be stockholders and have a financial stake in the Company. Upon any recommendation by the Compensation and Nominating Committee, the Board may approve stock ownership guidelines that require individual Directors and the Company’s CEO and other qualifying officers to hold Company common stock in applicable amounts and for such applicable period as set forth in such guidelines.