Affiliates and Conflicts of Directors

Submitted by fortyfouradmin on Tue, 01/31/2017 - 16:22

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.

Stock Ownership

Submitted by fortyfouradmin on Tue, 01/31/2017 - 16:22

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.

Director Compensation

Submitted by fortyfouradmin on Tue, 01/31/2017 - 16:21

The Compensation and Nominating Committee is responsible for recommending compensation arrangements for Directors and committee members. On an annual basis, the Compensation and Nominating Committee should review the status of Board compensation relative to a peer industry survey group. Changes in director compensation, if any, should come at the recommendation of the Compensation and Nominating Committee but with discussion and approval by the Board.

Board Membership Criteria

Submitted by fortyfouradmin on Tue, 01/31/2017 - 16:20

The Board seeks a diverse group of candidates who possess the background, skills and expertise to make a significant contribution to the Board, to the Company and to its stockholders. A Director need not be a stockholder of the Company at the time of his or her initial election, a resident of the State of Delaware or a citizen of the United States. The Board should endeavor to look for candidates who demonstrate the following qualities:


Composition of Board of Directors

Submitted by fortyfouradmin on Tue, 01/31/2017 - 16:19

Size of the Board. As required by the Company’s governing documents (and, including, the Stockholders Agreement), the Board consists of not less than seven (7) directors (“Directors”) nor more than ten (10).

Exide Technologies Corporate Governance Guidelines - As a September 29, 2015

Submitted by fortyfouradmin on Tue, 01/31/2017 - 16:17

One of the most important corporate objectives of Exide Technologies (the “Company”) is to engage in those business activities that enhance the value of the enterprise to the Company’s stockholders. To achieve this objective, the Company also considers the interests of its employees, customers, suppliers, and creditors, as well as the interests of the communities in which the Company operates.

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