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 Business Conduct and Ethics ("Code of Ethics"), 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
In addition, a director candidate must have, when considered with the collective experience of other Board members, appropriate qualifications and skills that have been developed through extensive business experience, including the following:
Diversity of viewpoints, as well as gender and ethnic diversity, will also be considered by the Corporate Governance and Nominating Committee in making recommendations for nominations. When considering nominees, the Corporate Governance and Nominating Committee shall seek a balance of experience among the directors so that the Board as a whole has experience and training from different disciplines (including operations, accounting, finance, risk management, marketing and human resources) and different industries (including the beverage industry, consumer products, and finance) which creates the balance sought.
Committees of the Board
Duties and Operation of the Board
Categorical Standards of Director Independence
In order to qualify as independent, the Board must determine that a director has no material 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:
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.
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.
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. © 2014 DR PEPPER SNAPPLE GROUP. ALL RIGHTS RESERVED