Avon believes good governance serves as a foundation for corporate responsibility and is committed to continually improving policies and practices to ensure transparency and accountability of the company's management. Avon takes a tailored and meaningful approach to corporate governance matters. We strive to:
Avon's Board of Directors is elected by shareholders to oversee management and protect shareholders' long-term interests in the Company. The Board of Directors oversees management development, including CEO performance, compensation and succession planning, among other items.
The Board of Directors assesses the independence of its non-management members at least annually in accordance with the listing standards of the New York Stock Exchange, the Sarbanes-Oxley Act of 2002 and the regulations of the Securities and Exchange Commission, as well as Avon's Corporate Governance Guidelines. In accordance with these standards and guidelines, the Board has determined that each non-management director currently serving is independent. The Board presently consists of five men and five women and includes the following four standing committees:
Each committee has a charter that sets forth its purpose, structure and operations, and responsibilities. The charters and current composition of each committee are available on Avon's corporate website.
Avon's Corporate Governance Guidelines describe the Board of Directors' governance policies and practices, including, for example, standards for Board independence, qualifications for Board and Committee membership, and the process for evaluating Board and CEO performance. The Corporate Governance Guidelines are intended to set a proper "tone at the top," by promoting good corporate citizenship and responsible business practices, and to establish a common set of expectations to assist the Board in performing its duties in accordance with applicable requirements, and thereby build long-term value for the company's shareholders.
In 2009, the company created the role of Vice President, Sustainability and Corporate Responsibility, to enhance the management and coordination of the corporate responsibility and sustainability strategy and agenda. This position reports to the Senior Vice President, Human Resources and Corporate Responsibility, who is a member of Avon's Executive Committee, which reports directly to the CEO. The Vice President works in a matrix structure in partnership with many teams and executives to help create and drive strategies, policies and processes across the business.