Governance and ESG Focus
Governance - Leading with Best Practices
ADP is committed to shareholder-friendly corporate governance
practices that help to drive long-term value creation
Proxy access right at 3% / 3 year ownership threshold
(adopted August 2016)
✓ Independent Chairman
Majority voting standard
✓ Shareholder ability to call special meetings
Shareholder right to act by written consent
✓ No dual-class stock; one share, one vote
No overboarding
No poison pill
Active shareholder engagement to better understand
investor perspectives
✓ Annually elected Board; directors may be removed without
cause
✓
Annual succession planning review
✓
Significant Board role in strategy and risk oversight
✓
Non-employee director pay limits
✓
Annual Board assessment of corporate governance best
practices
✓ Oversight of executive compensation by the Compensation
Committee
Executive sessions of independent directors held regularly
Copyright 2021 ADP, Inc.
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