2015 Sustainability Report

IN THIS SECTION:

GOVERNANCE & ETHICS

Focus Area

GOVERNANCE & ETHICS

Caterpillar’s governance structure provides leadership, accountability and transparency to company business on behalf of our employees and our stockholders. Our corporate governance framework serves the interests of stockholders with the highest standards of responsibility, integrity and commitment. These standards are developed and implemented by our Board of Directors and global management team, who oversee the company’s performance and governance policies.

Caterpillar’s Board of Directors currently has 12 members. This structure enables a diversity of experience without hindering effective discussion or diminishing individual accountability. In 2013, Caterpillar amended its bylaws to require that each director be elected annually by a majority vote. There are currently three standing board committees: Audit, Compensation and Human Resources, and Public Policy and Governance. Each committee, solely comprised of independent directors, has a written charter. Full details on the Board and its committees can be found here.

Caterpillar has established several corporate governance policies that are intended to reflect Caterpillar’s emphasis on good corporate governance. These include Guidelines on Corporate Governance Issues, Caterpillar’s Code of Conduct, mandatory retirement ages for the Board of Directors and an officer compensation claw back policy. Caterpillar policy also requires 1) former employees of its independent auditors who were senior managers or higher to wait a minimum of three years before becoming eligible for certain management-level positions at Caterpillar, and 2) the rotation of independent audit partners in compliance with the requirements of the 2002 Sarbanes-Oxley Act.