Exhibit 99.1
AMENDED AND RESTATED
CBL & ASSOCIATES PROPERTIES, INC.
GUIDELINES ON CORPORATE GOVERNANCE
Upon the recommendation of its Nominating/Corporate Governance Committee,
the Board of Directors (collectively, the "Board" and individually a "Director")
of CBL & Associates Properties, Inc. (the "Company") adopted the following
Guidelines on Corporate Governance by resolution dated February 3, 2004 as
amended by the inclusion of Article XI Additional Policy Statements adopted by
the Board by resolution dated February 8, 2006 upon the recommendation of the
Nominating/Corporate Governance Committee. Following the adoption of the policy
statements listed in Article XI, the Board determined to amend and restate these
Guidelines on Corporate Governance and the Company's Amended and Restated
Guidelines on Corporate Governance are as stated below.
I. DIRECTOR QUALIFICATION STANDARDS
A. Qualifications. The Company's Nominating/Corporate Governance Committee
will review the requisite qualifications for new Directors. This assessment will
include any Director's qualification as "independent" (under the Company's
Independence Standards for Directors established by the Board) as well as
consideration of a Director's background, diversity, professional skills and
business experience, reputation for personal integrity, and ability to devote
sufficient time to Board service, as well as the Company's needs for particular
skills, insight and/or talents. The Company's Nominating/Corporate Governance
Committee has recommended and the Board has approved a set of uniform
Independence Standards which meets applicable requirements of the Securities and
Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE") to be used
in making the "independence" determinations called for in the preceding sentence
and those Independence Standards are attached to these Guidelines on Corporate
Governance as Exhibit A.
B. Independence. The Board will have a majority of Directors who meet the
criteria for "independence" established by the Independence Standards attached
hereto as Exhibit A.
C. Selection. Nominees for directorship will be recommended to the Board by
the Nominating/Corporate Governance Committee and shall stand for election
pursuant to the Company's Certificate of Incorporation and By-Laws.
II. DIRECTOR RESPONSIBILITIES
The business and affairs of the Company shall be managed under the
direction of the Board. The basic responsibility of the Board is to exercise
business judgement to promote the best interests of the Company and its
shareholders in terms of corporate governance, fiduciary responsibilities,
compliance with applicable laws and regulations, and the maintenance of
accounting, financial, disclosure and other controls and optimizing shareholder
value over the long term.
AMENDED AND RESTATED
CORPORATE GOVERNANCE GUIDELINES
CBL & ASSOCIATES PROPERTIES, INC
ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006
EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006
DOC # 303508 V11 FINAL
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The Board of Directors shall hold regularly scheduled meetings during each
fiscal year of the Company. Directors are expected to attend all meetings and to
spend the time needed to prepare for meetings, including reviewing prior to the
meetings all written meeting materials distributed to them in advance. The
Company will distribute written materials to each of the Directors for use at
each regularly scheduled Board meeting sufficiently in advance of each such
meeting to provide an opportunity for meaningful review.
All Directors are expected to attend the Company's Annual Meeting of
Shareholders unless they are prevented from attending due to scheduling
conflicts or important personal or business reasons; provided, however, it is
the Company's policy that a majority of the Directors (including a majority of
the Company's Independent Directors) attend each annual meeting of Shareholders.
III. DIRECTOR ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS
Directors shall have full access to executive officers of the Company, the
Company's independent counsel, the Company's in-house counsel and any other
advisors the Board or any Director deems necessary or appropriate. It is assumed
that each Director will use appropriate judgment to ensure that any contacts
with Company personnel, unless necessary, will not create significant
distraction to the business operations of the Company. Additionally, the Board
from time to time may invite independent advisors or selected Company officers
or employees to attend any Board meetings where: (a) such individuals can
provide additional insight into the items being discussed, by reason of
professional expertise, involvement in the Company's operations, or otherwise,
(b) such Company officers or employees are individuals with future potential
that management believes should be given exposure to the Board, or (c) the
attendance of such individuals is otherwise deemed to be beneficial by the
Board.
IV. DIRECTOR COMPENSATION
The compensation of directors will be periodically reviewed by the
Company's Compensation Committee, which shall make recommendations to the Board.
Decisions concerning Director compensation may be made in light of the
individual Director's duties and committee assignments, as well as customary
practices for similarly situated companies. Such compensation should consist of
an appropriate mix of cash and the encouragement of equity ownership by
Directors. Fees paid to Directors are stated in the Company's annual proxy
statement for each fiscal year of the Company.
AMENDED AND RESTATED
CORPORATE GOVERNANCE GUIDELINES
CBL & ASSOCIATES PROPERTIES, INC
ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006
EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006
DOC # 303508 V11 FINAL
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V. DIRECTOR ORIENTATION AND CONTINUING EDUCATION
The Board or the Company will establish appropriate orientation programs,
sessions or materials for newly-elected directors of the Company prior to or
shortly after their election to the Board. The Board or the Company will
encourage, but not require, directors, at the Company's expense, to periodically
pursue or obtain appropriate programs, sessions or materials as to the
responsibilities of directors of publicly-traded companies.
VI. MANAGEMENT SUCCESSION
The CEO shall develop a management succession plan to ensure continuity in
the Company's senior management. This plan shall be reviewed by the Board on a
periodic basis and shall address:
o emergency CEO succession;
o CEO succession in the ordinary course of business and events; and
o succession for the other members of the Company's senior management.
The plan shall also include an assessment of senior management experience,
performance, skills and career paths.
VII. CEO PERFORMANCE AND EVALUATION
As set forth in its Charter, the Compensation Committee will annually
review corporate goals and objectives relevant to the compensation of the CEO,
evaluate the performance of the CEO in light of such goals and objectives, and
determine the compensation of the CEO based upon such evaluation.
VIII. ANNUAL PERFORMANCE EVALUATION OF THE BOARD
At least annually, the Board shall conduct a self-evaluation to
determine whether it and its committees are functioning effectively.
IX. COMMITTEES OF THE BOARD
A. General. The Board will at all times have an Executive Committee, a
Compensation Committee, an Audit Committee and a Nominating/Corporate Governance
Committee. All members of the Compensation Committee, the Audit Committee and
the Nominating/Corporate Governance Committee shall be "independent" under the
criteria established by the NYSE (and, in case of the Audit Committee, each
member shall meet applicable additional independence requirements and financial
literacy and experience requirements). The Board may from time to time establish
additional committees as necessary or appropriate. Committee members will be
appointed by the Board. Each of the
AMENDED AND RESTATED
CORPORATE GOVERNANCE GUIDELINES
CBL & ASSOCIATES PROPERTIES, INC
ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006
EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006
DOC # 303508 V11 FINAL
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Compensation Committee, Audit Committee and the Nominating/Corporate Governance
Committee shall have its own separate written charter. These committee charters
shall be made available for public inspection on the Company's website at:
"www.cblproperties.com".
B. Duties and Responsibilities of the Committees.
1. Executive Committee. The Executive Committee shall have such authority
as shall be delegated by the Board and shall advise the Board from time to time
with respect to such matters as the Board shall direct.
2. Compensation Committee. The primary purposes of the Compensation
Committee are to (i) assist the Board in discharging its responsibilities
regarding all matters related to the compensation of the executive officers of
the Company; (ii) administer the Company's Stock Incentive Plan; (iii) prepare a
written report on executive compensation for inclusion in the Company's annual
proxy statement issued in conjunction with the Company's annual shareholders'
meeting; and (iv) otherwise fulfill its responsibilities. The Compensation
Committee shall have the powers and responsibilities set forth in its Charter
(which is available on the Company's website at "www.cblproperties.com").
3. Audit Committee. The Audit Committee shall fulfill its responsibilities
and shall provide assistance to the Board in fulfilling the Board's
responsibilities relating to (i) the Company's accounting and procedures; (ii)
the Company's financial reporting and disclosure practices; and (iii) the
quality and integrity of the Company's financial reports. The Audit Committee
has the powers and responsibilities set forth in its Charter (which is available
on the Company's website at "www.cblproperties.com").
4. Nominating/Corporate Governance Committee. The primary purposes of the
Nominating/Corporate Governance Committee are to assist the Board by: (i)
identifying persons qualified to become Board members and recommending for
selection by the Board the director nominees for each annual shareholders'
meeting; (ii) recommending to the Board the standards to be employed for
evaluating the independence of potential director nominees where applicable; and
(iii) further developing and recommending to the Board any revisions to the set
of corporate governance policies and procedures applicable to the Company. The
Nominating/Corporate Governance Committee shall have the powers and
responsibilities set forth in its Charter (which is available on the Company's
website at "www.cblproperties.com").
X. DISCLOSURE OF GUIDELINES
These Guidelines on Corporate Governance will be made available for public
inspection on the Company's website at "www.cblproperties.com".
AMENDED AND RESTATED
CORPORATE GOVERNANCE GUIDELINES
CBL & ASSOCIATES PROPERTIES, INC
ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006
EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006
DOC # 303508 V11 FINAL
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XI. ADDITIONAL POLICY STATEMENTS
Limitation on Other Board Participation
It shall be the policy of the Company that a director, while serving as a
member of the Board of Directors of the Company, shall refrain from accepting to
serve and/or serving on the board of directors of more than four (4) companies
(in addition to service on the Company's board) whose stock and/or securities
are publicly traded.
Effective date: January 1, 2006.
Minimum Stock Ownership for Non-Employee Directors
It shall be the policy of the Company that a non-employee director (a
director that is not an executive officer or employee of the Company) of the
Company, shall within five (5) years of the later of (i) the effective date of
this policy statement or (ii) becoming and continuing as a member of the Board
of Directors of the Company, and thereafter for the duration of his membership
on the Board of Directors, own at least the lesser of (A) 3,500 shares of the
Company's common stock or (B) $150,000 worth of shares of the Company's common
stock. For purposes of this policy statement, ownership of interests that are
exchangeable for shares of Company common stock, ownership of vested stock
options (the value of such stock options and the number of shares that may be
acquired on exercise thereof), ownership of shares by a non-employee director's
immediate family members and/or trusts, foundations or other entities wherein
the non-employee director has the ability to control the voting and/or
disposition of the shares shall be deemed ownership by such non-employee
director. Compliance with this policy shall be tested no more frequently than
annually on or before the regularly scheduled quarterly meeting of the Board
last held before the Company's annual meeting of shareholders. A non-employee
director who is prohibited by law or by the regulations of his or her employer
from having an ownership interest in the Company's securities shall be exempt
from the requirements of stock ownership set forth in this policy statement.
Effective date: January 1, 2006.
Minimum Stock Ownership for Executive Officers
It shall be the policy of the Company that an executive officer of the
Company (an officer of the level of senior vice president and above), while
serving as an executive officer of the Company, shall within five (5) years of
the later of (i) the effective date of this policy statement or (ii) becoming
and continuing as an executive officer of the Company, and thereafter for the
duration of such person's service as an executive officer of the Company, own
shares of Company common stock at least equal to the following levels:
AMENDED AND RESTATED
CORPORATE GOVERNANCE GUIDELINES
CBL & ASSOCIATES PROPERTIES, INC
ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006
EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006
DOC # 303508 V11 FINAL
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Executive Officer Level of stock ownership
Chief Executive Officer 3x prior calendar year's annual base salary
President 2x prior calendar year's annual base salary
Chief Financial Officer 2x prior calendar year's annual base salary
Executive Vice President 2x prior calendar year's annual base salary
Senior Vice Presidents 1x prior calendar year's annual base salary
For purposes of this policy statement, ownership of interests that are
exchangeable for shares of Company common stock, ownership of vested stock
options (the value of such stock options and the number of shares that may be
acquired on exercise thereof) and ownership of shares by an executive officer's
immediate family members and/or trusts, foundations or other entities wherein
the executive officer has the ability to control the voting and/or disposition
of the shares shall be deemed ownership by such executive officer. Compliance
with this policy shall be tested no more frequently than annually on or before
the regularly scheduled quarterly meeting of the Board last held in each
calendar year.
Effective date: January 1, 2006.
Changes in Director's Principal Occupation or Business Association
It shall be the policy of the Company that, when the principal occupation
or business association of a member of the Board of Directors changes
substantially from the position he or she held when originally invited to join
the Board of Directors, such director shall promptly tender his or her
resignation as a director to the Chairman of the Board of Directors. The
Nominating/Corporate Governance Committee shall then review whether it is
appropriate and in the best interests of the Company to allow the continued
participation of such director as a member of the Board of Directors of the
Company. If the Nominating/Corporate Governance Committee recommends that such
director should no longer serve as a member of the Board of Directors of the
Company as a result of such change, and the full Board of Directors (excluding
the director at issue) ratifies such recommendation, then the tender of
resignation by the affected director shall be accepted by the Board of
Directors.
Effective date: January 1, 2006.
AMENDED AND RESTATED
CORPORATE GOVERNANCE GUIDELINES
CBL & ASSOCIATES PROPERTIES, INC
ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006
EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006
DOC # 303508 V11 FINAL
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Policy on Initial Term of Director Appointed to Fill a Board Vacancy
It shall be the policy of the Company that any director appointed by the
Board of Directors of the Company to fill a vacancy created by the departure of
another director shall serve only until the next regularly scheduled annual
meeting of the Company's shareholders. In order for such director to continue to
serve thereafter, he or she must be nominated and duly elected to fill the
remainder of the term to which the director was originally appointed (or for
another full term, as appropriate).
Effective date: January 1, 2006.
AMENDED AND RESTATED
CORPORATE GOVERNANCE GUIDELINES
CBL & ASSOCIATES PROPERTIES, INC
ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006
EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006
DOC # 303508 V11 FINAL
7
EXHIBIT A
INDEPENDENCE STANDARDS
The Board, by resolution dated February 3, 2004 and upon the recommendation
of the Company's Nominating/Corporate Governance Committee, adopted the
following standards (the "Independence Standards") to be used in evaluating the
independence of directors or director nominees for purposes of compliance (i)
with the Sarbanes-Oxley Act of 2002 and the rules promulgated by the Securities
and Exchange Commission ("SEC") thereunder and other rules promulgated by the
SEC; and (ii) with New York Stock Exchange ("NYSE") listing standards governing
(A) the independence of a majority of the Company's Board and (B) the
independence of members of the Audit Committee of the Board.
A. GENERAL INDEPENDENCE REQUIREMENTS
In determining whether or not any director or nominee for director may be
considered "independent", the Board shall apply the following criteria:
(1) No director or nominee shall be deemed "independent" unless the Board
affirmatively determines that the director or nominee satisfies the requirements
stated herein and has no material relationship with the Company (either directly
or as a partner, member, shareholder or officer of an organization that has a
relationship with the Company). For purposes of this test, a relationship with
the Company shall be deemed to be a "material" relationship which precludes a
determination that a director or nominee is independent if, in the opinion of
the Board and in light of all the relevant facts and circumstances, such
relationship (directly or indirectly) could materially impact the ability of
such director or nominee to exert his or her independent judgment and analysis
as a member of the Board. For purposes hereof, ownership of the Company's stock
(even in a significant amount) or ownership of securities convertible to the
Company's stock shall not be viewed, in and of themselves, as a bar to a finding
of independence. To assist in this determination, the Company shall periodically
(at least annually and prior to any nominee becoming a director for his or her
initial term as a director) deliver to the directors and/or nominees for
directorships a Directors and Officers Questionnaire designed to elicit
information from such director or nominee as to material relationships and other
information relative to these Independence Standards; and
(2) In addition, to be considered "independent," a director or nominee must
satisfy all other independence criteria for directors of a publicly traded
company which are now, or may be hereafter, set forth in applicable federal
statutes and rules promulgated by the SEC, and in the related listing standards
promulgated by the NYSE and any other exchange upon which the Company's stock
may be listed, as such statutes and/or rules and listing standards may be
revised or amended from time to time.
AMENDED AND RESTATED
CORPORATE GOVERNANCE GUIDELINES
CBL & ASSOCIATES PROPERTIES, INC
ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006
EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006
DOC # 303508 V11 FINAL
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B. ADDITIONAL AUDIT COMMITTEE INDEPENDENCE REQUIREMENTS
In determining whether or not any director or nominee satisfies the
"independence" requirement for Audit Committee membership, in addition to
satisfying all of the requirements set forth in Paragraph A hereof, such
director also must satisfy the following:
Such director or nominee must satisfy all additional requirements for
the independence of audit committee members of publicly traded
companies which are now, or may be hereafter, set forth in applicable
federal statutes and rules promulgated by the SEC, and in the related
listing standards promulgated by the NYSE and any other exchange upon
which the Company's stock may be listed, as such statutes and/or rules
and listing standards may be revised or amended from time to time.
AMENDED AND RESTATED
CORPORATE GOVERNANCE GUIDELINES
CBL & ASSOCIATES PROPERTIES, INC
ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006
EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006
DOC # 303508 V11 FINAL
9