Our policies and practices reflect corporate governance initiatives that we believe comply with:
- The listing requirements of the New York Stock Exchange (NYSE), on which our Common Stock is traded;
- The corporate governance requirements of the Sarbanes-Oxley Act of 2002, as currently in effect;
- U.S. Securities and Exchange (SEC) regulations;
- The Dodd-Frank Wall Street Reform and Consumer Protection Act, as currently in effect; and
- The General Corporation Law of the State of Maryland, where JLL is incorporated
We maintain a corporate governance section on our public website, www.jll.com, which includes key information about the corporate governance initiatives that are set forth in our:
- Articles of Incorporation;
- Corporate Governance Guidelines;
- Charters for each of the three standing Committees of our Board of Directors described below;
- Statement of Qualifications of Members of the Board of Directors; and
- Code of Business Ethics.
These documents are all available at http://www.jll.com/about/board-of-directors-and-governance. We will make any of this information available in print to any shareholder who requests it in writing from our Corporate Secretary at the address of our principal executive office.
The Board of Directors regularly reviews corporate governance developments and modifies our By-Laws, Guidelines, and Committee Charters accordingly. Our Code of Business Ethics applies to all employees of the Company, including all of our executive officers, as well as to the members of our Board of Directors.
JLL is committed to the values of effective corporate governance and the highest ethical standards. We believe that these values will promote the best long-term performance and sustainability of the Company for the benefit of our shareholders, clients, staff, and other constituencies. To this end, over the past years we have adopted the following significant corporate governance policies and practices:
- Annual elections of all Directors;
- Annual ‘‘say-on-pay’’ votes by shareholders with respect to executive compensation;
- Right of shareholders owning 30% of the outstanding shares of our Common Stock to call a special meeting of shareholders for any purpose;
- Majority voting in Director elections;
- Separation of the Chairman and CEO roles, with our Chairman serving as the Lead Independent Director;
- Regular evaluation of Director compensation;
- Required approval by the Nominating and Governance Committee of any related-party transactions;
- Executive session among the Non-Executive Directors at each in-person meeting;
- Director orientation and continuing education program; and
- Annual self-assessment by the Board and each of its Committees, periodically conducted by an outside consultant, and an annual assessment of the Board by senior management.