Governance
Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize long-term stockholder value in a manner consistent with legal requirements and the highest standards of integrity and morality. The Board has adopted and adheres to corporate governance practices that promote this purpose, represent best practices, and are sound. We continually review these governance practices, Delaware law (the state in which we are incorporated), the rules and listing standards of Nasdaq, and the rules and regulations adopted by the U.S. Securities & Exchange Commission, as well as best practices suggested by recognized governance authorities and feedback from and engagement with our stockholders and other stakeholders.
Our governance practices and policies include:
- Independent board chairman
- Majority independent board members, who meet regularly without the presence of management
- All members of key committees – Audit, Compensation, and Nominating and Corporate Governance – are independent
- Committee charters that clearly establish roles and responsibilities
- Resignation policy for directors who do not receive a majority of votes cast
- Beginning with our annual meeting on September 12, 2024, our board of directors will be more than 40% diverse. For more information, see our proxy statement at https://www.eplus.com/investors/investor-information/annual-meeting-proxy
- No “poison pill” bylaw provisions
- One-year director terms
- Code of Conduct, applicable to all employees and directors
- Business Partners Code of Conduct
- Internal Audit function that reports directly to ePlus’ Audit Committee
- Stock ownership guidelines for directors and executive officers
- Whistleblower hotline that reports directly to an Audit Committee member
- Related Party Transaction Policy and review process
