SEC Filings

DEF 14A
RELIANCE STEEL & ALUMINUM CO filed this Form DEF 14A on 04/05/2019
Entire Document
 

Board of Directors and Corporate Governance

Principles of Corporate Governance

The Board of Directors has adopted Principles of Corporate Governance outlining the responsibilities of the Board. These Principles of Corporate Governance are posted on the Company’s website at http://investor.rsac.com and are available in print to any stockholder who requests a copy from our Corporate Secretary at the address shown on the first page above.  The Board’s primary role is to represent the interests of the Company’s stockholders in strategic and material decisions of the Company. Among the most important responsibilities are the determination of corporate policies, the identification and nomination of qualified independent directors, the selection and evaluation of the Chief Executive Officer, the ongoing review of the senior management team, planning for management succession and the determination of executive compensation. The Board also provides advice and guidance to management on a broad range of strategic decisions, including the review and approval of each acquisition and the annual capital expenditure budget, and annually reviews and approves management’s succession plan. In addition, the Board reviews management’s safety program and record.

Size and Composition of Board

The Board of Directors presently consists of eleven directors, nine of whom are independent. All directors are elected to serve a one-year term. The Board has adopted a policy that directors should retire at the age of 75. Since Messrs. Gimbel and Hayes are retiring and will not stand for re-election at the Annual Meeting of Stockholders in May 2019, the Board expects to reduce the size of the Board to nine members, of whom seven will be independent.

Attendance at Meetings

Board members are expected to attend each Board meeting and each meeting of any committee on which such Board member serves and are encouraged to attend the Company’s Annual Meeting. In addition, the Board annually will tour one or more of the Company’s facilities and meet with local management of those facilities, as well as hold a strategic planning session. During 2018, the Board of Directors met twelve (12) times, including meetings held by conference telephone call. All directors attended at least 93% of the total number of Board and committee meetings in 2018. All eleven directors serving on the Board attended the Annual Meeting held in May 2018.

Communicating with the Board

Stockholders or other interested parties may communicate with members of the Board of Directors individually or with the Board of Directors as a whole by sending a letter to the appropriate director or the Board in care of the Corporate Secretary of Reliance at the Company’s corporate headquarters address appearing at the top of the first page of this proxy statement. All mail, other than trivial, obscene, unduly hostile, threatening, illegal or similarly unsuitable items, will be forwarded. Non-urgent items will be delivered to the directors at the next scheduled Board meeting. Mail addressed to a particular director will be forwarded or delivered to that director. Mail addressed to the “Board of Directors”, “Outside Directors” or “Non-Employee Directors” will be forwarded or delivered to the non-executive Chairman.

Proxy Access

In February 2016, the Board adopted a “proxy access” bylaw provision, which permits a stockholder, or a group of up to 20 stockholders, owning at least three percent (3%) of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy statement director nominees for up to the greater of two directors or 25% of the number of directors then serving on the Board, subject to the terms and conditions specified in the Company’s Bylaws. We did not receive any director nominations under our proxy access bylaw for the Annual Meeting.

53