Review/Issue Date: April 30, 2020
Previous Review/Issue Date: April 29, 2019
PVH Corp. (the “Company”) recognizes the importance of establishing these guidelines under which its Board of Directors will fulfill its role in overseeing the Company and management. It is intended that these guidelines promote better understanding of the Company’s policies and procedures as it relates to the role of its Board.
The Company’s Board of Directors will have a majority of directors who meet the criteria for independence required by the New York Stock Exchange. The Nominating, Governance & Management Development Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of any new Board members, as well as the composition of the Board as a whole. This assessment will include members’ qualification as independent, as well as consideration of diversity, age, skills and experience, in the context of the needs of the Board and its committees. Nominees for directorship will be recommended to the Board by the Committee in accordance with the standards set forth in its charter.
Directors are required to disclose to the Nominating, Governance & Management Development Committee any new relationship, or any change in an existing relationship, that is reasonably likely to affect the Board of Directors’ determination regarding their independence under the New York Stock Exchange rules.
Directors who fail to be re-elected as a result of not obtaining a majority vote of stockholders pursuant to the Company’s By-Laws must offer a letter of resignation for the Board of Directors’ consideration. The Nominating, Governance & Management Development Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The Committee in making its recommendation and the Board in making its decision each may consider any factors and other information that they consider appropriate and relevant. The director who tenders his or her resignation should not participate in the Committee’s or Board’s decision.
Non-management directors who change the primary occupation disclosed in the proxy statement relating to their most recent election to the Board of Directors must offer to resign from the Board. This may be done by delivering a letter of resignation or informing the Board, the Chair of the Board, the presiding director (if any), the Chair of the Nominating, Governance & Management Development Committee or the Company Secretary of such change, which will be deemed to be an offer of resignation. A non-management director should provide notice to any such person in advance of any change in occupation if circumstances permit. Notice of a pending or potential change also will be deemed to be an offer to resign from the Board. The Nominating, Governance & Management Development Committee will consider and make a recommendation to the Board as to whether the Board should accept or reject the resignation, or whether other action should be taken with respect to a change, or pending or potential change, in occupation. Notwithstanding the foregoing, the Chair of the Board and Chair of the Nominating, Governance & Management Development Committee may jointly decide to have the Board or Committee alone make the determination if it is not reasonably feasible to have both bodies timely consider such matter. The Board or Committee will, in its sole discretion, determine whether such change in occupation will impair the director’s ability to effectively serve on the Board, and may waive such requirement for resignation or reject such resignation where it has determined the ability of the director to serve is not impaired. The director whose occupation has changed or is or may change should not participate in the Committee’s or Board’s decision.
Management directors must offer to resign upon their resignation, removal or retirement as an officer of the Company. The Board of Directors will, in its sole discretion, determine whether or not to accept such resignation.
A director who is considering joining another company’s board (other than the board of a non-profit company) must notify the Chair of the Board and the Chair of the Nominating, Governance & Management Development Committee regarding such proposed board service prior to joining such board. The Nominating, Governance & Management Development Committee must consider and make a recommendation to the Board as to whether service on such other board would conflict with a Company policy or the director’s service on the Company’s Board (whether due to the nature of the business, the timing of meetings, work demands or otherwise). Notwithstanding the foregoing, the Chair of the Board and Chair of the Nominating, Governance & Management Development Committee may jointly decide to have the Board or Committee alone make the determination if it is not reasonably feasible to have both bodies timely consider such matter. The director should refuse service on such other board if advised that the Board (or Committee) has determined that service on such other board would conflict with a Company policy or the director’s service on the Company’s Board. The director considering serving on another company’s board should not participate in the decision on such service, whether as a member of the Nominating, Governance & Management Development Committee or as a member of the Board. The foregoing policy applies equally to the Company’s officers and the Committee must follow this procedure when notified that an officer is considering joining another public company’s board.In addition to the foregoing and not in limitation thereof, without first obtaining a waiver from the Board of Directors:
No individual may be nominated as a director if he or she would be age 72 or older at the time of the election. The Board may waive this limitation with respect to an individual upon the recommendation of the Nominating, Governance & Management Development Committee. A waiver may be granted for any reasonable purpose, as determined by the Committee and Board, such as due to particular skills the individual brings to the Board, their performance and contributions, diversity and other changes to the composition of the Board in that year or recently. The affected individual shall not participate in any vote regarding the waiver if he or she is an incumbent director.
The basic responsibility of the directors is to exercise their reasonable business judgment on behalf of the Company. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Company’s senior executives and other employees and its outside advisors and auditor. The directors are entitled to have the Company purchase directors’ and officers’ liability insurance on their behalf, to the benefits of indemnification to the fullest extent permitted by law and to exculpation as provided by state law and the Company’s Certificate of Incorporation and By-Laws at all times. The directors are obligated to comport themselves in accordance with the Company’s Code of Business Conduct and Ethics.
The independent directors must elect a director who meets the criteria for independence under the rules of the New York Stock Exchange to serve as the presiding director for any annual period that the Chief Executive Officer serves as the Chair of the Board of Directors. The Nominating, Governance & Management Development Committee is responsible for nominating a director to serve in such role. The duties of the presiding director include, but are not limited to (a) presiding at all meetings of the Board of Directors at which the Chair is not present, including executive sessions of the non-management or independent directors; (b) serving as liaison between the Chair and the non-management directors; (c) discussing with management or approving non-routine information sent to the Board; (d) approving Board meeting agendas; (e) assuring that there is sufficient time for discussion of all agenda items; (f) having the authority to call meetings of the non-management or independent directors; and (g) if reasonably requested by major stockholders, ensuring that he or she is available for consultation and direct communication.
The non-management directors should meet in executive session at least four times each year. The presiding director shall preside at such meetings if the Company has a presiding director. Otherwise, the non-management directors will either select a non-management director to preside at such meetings or establish a procedure for selecting the non-management directors who will preside at such meetings. The name of the director who presides at these meetings, or the procedure for selecting the director to preside at these meetings, as the case may be, must be disclosed in the proxy statement for the annual meeting of stockholders. In addition, if the group of non-management directors includes any directors who are not independent, at least once per year an executive session comprising only independent directors should be held.
The Board will have at all times an Audit & Risk Management Committee, a Compensation Committee, a Nominating, Governance & Management Development Committee and a Corporate Responsibility Committee. All of the members of these committees will be independent directors, and each committee will have its own charter. The charters will set forth the purposes, goals and responsibilities of the committees, as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations, and committee reporting to the Board. The charters will also provide that each committee will annually evaluate its performance. The Board, from time to time, may establish or maintain additional committees as necessary or appropriate. Notwithstanding anything herein to the contrary, the Board may provide in the charter of any committee that a non-independent, non-management director may serve on such committee if a member’s independence is not required under applicable law, rule or regulation.
The form and amount of director compensation will be determined by the Board on the recommendation of the Nominating, Governance & Management Development Committee in accordance with the policies and principles set forth in the Committee’s charter. In connection therewith, the Committee will consider and recommend to the Board annually the director compensation program. The Committee may periodically retain a compensation advisor for purposes of evaluating and making recommendations regarding the director compensation program, including comparisons to peer group director compensation programs. The Committee will consider that directors’ independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.
The Board of Directors must conduct an annual self-evaluation to determine whether it and its committees are functioning effectively; questions pertaining to the performance of individual directors should be included as part of this evaluation. The Nominating, Governance & Management Development Committee will oversee this process. The results of the applicable self-evaluations will be discussed with the full Board, each committee and each director. The evaluations will focus on the Board’s, committees’ and individual directors’ contributions to the Company and specifically focus on areas in which the Board or management believes that the Board, committees and individual directors could improve.