As amended and restated on May 17, 2017
The Board of Directors (the “Board”) of Dr Pepper Snapple Group, Inc. (the “Company”) has adopted these Corporate Governance Guidelines (these “Guidelines”) to reflect the Company's commitment to good corporate governance and to comply with New York Stock Exchange rules and other legal requirements. In furtherance of these goals, the Board has also adopted a Code of Conduct (“Code of Conduct”), Insider Trading Policy and written charters for each of the Board’s Audit, Compensation and Corporate Governance and Nominating Committees. The Corporate Governance and Nominating Committee will periodically review these Guidelines and propose modifications to the Board for consideration as appropriate.
Responsibility of Board and Individual Directors
Composition of Board
Committees of the Board
Duties and Operation of the Board
Categorical Standards of Director Independence
In order to qualify as independent, the Board must affirmatively determine that a director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). Because it is not possible to anticipate or to explicitly provide for all circumstances that might signal potential conflicts of interest, or that might bear on the materiality of a director’s relationship to the Company, it is best that the Board make “independence” determinations broadly, considering all relevant facts and circumstances. In particular, a director will not be independent if:
Such independence standards shall be interpreted in a manner consistent with applicable NYSE rules regarding independence. For purposes of these standards, immediate family members include a director's child, stepchild, parent, stepparent, spouse, sibling, step-sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and anyone (other than domestic employees) who shares the director's home. However, when applying the three-year look back provisions in the categories set forth above, individuals who are no longer immediate family members as a result of legal separation or divorce or those who have died or become incapacitated are not included. In addition, references to the Company include any parent or subsidiary in a consolidated group with the Company or such other company as is relevant to any determination under the independent standards set forth above.
For relationships not covered by the foregoing standards, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, shall be made by the directors who satisfy the above independence standards. The Board's determination of each director's independence will be disclosed annually in the Company’s proxy statement.
Corporate Governance Guidelines
Dr Pepper Snapple Group (NYSE: DPS) is a leading producer of flavored beverages in North America and the Caribbean. Our success is fueled by more than 50 brands that are synonymous with refreshment, fun and flavor. We manufacture, bottle and distribute Dr Pepper, 7UP, Mott's, Snapple, Canada Dry and other favorites as well as new innovations like Dr Pepper TEN. © DR PEPPER SNAPPLE GROUP. ALL RIGHTS RESERVED