CORPORATE GOVERNANCE MATTERS
Our Board of Directors is committed to sound and effective corporate governance practices, to diligently exercising its oversight
responsibilities with respect to our business and affairs consistent with the highest principles of business ethics, and to meeting the corporate governance requirements that apply to us.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines that address various governance matters, including, among others, the functions of the Board, Board committees, director qualification standards and
the director nomination process; director responsibilities; director access to management and independent advisors; director stock ownership; director orientation and continuing education; management succession; and an annual performance evaluation
of the Board. The Governance Committee is responsible for overseeing these Guidelines, periodically assessing their adequacy, and modifying them to meet new circumstances. These Guidelines are posted on our website at
www.3DSystems.com
under
Investor Relations
, and then under
Governance
.
Director Independence
Eight of our eleven directors are independent directors. Under the corporate governance standards of the New York Stock
Exchange (the NYSE), at least a majority of our directors, and all of the members of the Audit Committee, Compensation Committee, and Governance Committee, must meet the test of independence. The NYSE standards provide that,
to qualify as an independent director, in addition to satisfying certain bright-line criteria, the Board must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or
officer of an organization that has a relationship with the Company). The Board has affirmatively determined that Messrs. Curran, Humes, Kever, Loewenbaum, McClure, Moore, Tracy, and Wadsworth satisfy the bright-line criteria of the listing
standards of the NYSE and that they have no material relationships with us. In making its determination, the Board and the Governance Committee reviewed the related party transactions relating to Mr. Humes that are disclosed under
Related
Party Transaction Policy and Procedures
beginning on page 16 of this Proxy Statement, and the following relationships:
Mr. Joshi, our Chief Executive Officer (CEO), and Mr. Chuck Hull, one of our founders and our Chief Technology
Officer, are executive officers of the Company and, as such, are not independent directors.
Mr. Erickson, who was
appointed to the Board on November 17, 2015, was party to a consulting agreement with the Company in 2016, as described further under
Related Party Transaction Policy and Procedures
beginning on page 16 of this Proxy Statement and, as such,
is not an independent director.
Risk Responsibility and Oversight
Consistent with Delaware law, our business is managed by our officers under the direction and oversight of the Board of Directors. In this
regard, our management, including our corporate officers, is responsible for the
day-to-day
management of the risks facing us, including macroeconomic, financial,
strategic, operational, public reporting, legal, regulatory, political, compliance, and reputational risks. They carry out this responsibility through a coordinated effort among themselves in the management of our business.
In exercising its oversight responsibilities, as permitted by law, the Board receives and relies on reports and other information provided
by management, reviews, and approves matters that it is required or permitted to approve by law or our Certificate of Incorporation or
By-Laws,
each as amended, and receives information relating to, and
enquires into, such other matters as it deems appropriate, including our business plans, prospects and performance, succession planning, risk management, and other matters for which it has oversight responsibility. The Board carries out its general
oversight responsibility both by acting as a whole as well as through its committees. Among other things, the Board as a whole periodically reviews our processes for identifying, ranking, and assessing risks that affect our organization as well as
the output of those processes. The Board as a whole also receives periodic reports from our management on various risks, including risks of the types mentioned above facing our businesses, risks presented by transactions that are presented to the
Board for approval, and risks arising out of our corporate strategy.
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