Independence of Directors
Independence of Directors
The Board of
Directors has reviewed business and charitable relationships between our company and each
non-employee
director and director nominee to determine compliance with the NYSE standards and our bylaw standards,
each described below, and to evaluate whether there are any other facts or circumstances that might impair a directors or nominees independence. Based on that review, the Board has determined that eleven of its twelve current members,
Messrs. Boeckmann, Burke, Crews, Dufour, Felsinger, Moore, Sanchez, Shih, and Westbrook, Ms. Harrison, and Ms. Sandler are independent, and that Dr. Schlitz, the director nominee, is also independent. Mr. Luciano is not
independent under the NYSE or bylaw standards because of his employment with us.
In determining that Mr. Boeckmann is independent, the Board
considered that, in the ordinary course of business, BP p.l.c., of which Mr. Boeckmann is a director, sold natural gas and fuel to our company and purchased ethanol and biodiesel from our company, all on an
arms-length
basis during the fiscal year ended December 31, 2018. The Board determined that that this arrangement did not exceed the NYSEs threshold of 2.0% of BP p.l.c.s
consolidated gross revenues, that Mr. Boeckmann does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Boeckmanns independence.
In determining that Mr. Burke is independent, the Board considered that, in the ordinary course of business, AECOM, of which Mr. Burke is Chairman and
Chief Executive Officer, sold certain services to our company and purchased various products from our company on an
arms-length
basis during the fiscal year ended December 31, 2018. The Board
determined that this arrangement did not exceed the NYSEs threshold of 2.0% of AECOMs consolidated gross revenues, that Mr. Burke does not have a direct or indirect material interest in such transactions, and that such transactions
do not impair Mr. Burkes independence.
In determining that Mr. Crews is independent, the Board considered that, in the ordinary course of
business, WestRock Company, of which Mr. Crews is a director, purchased various products from our company and sold various products to our company and that Hormel Foods Corporation, of which Mr. Crews is a director, purchased certain
commodity products from our company, all on an
arms-length
basis during the fiscal year ended December 31, 2018. The Board determined that these arrangements did not exceed the NYSEs threshold
of 2.0% of WestRock Companys or Hormel Foods Corporations consolidated gross revenues, respectively, that Mr. Crews does not have a direct or indirect material interest in such transactions, and that such transactions do not impair
Mr. Crews independence.
In determining that Mr. Dufour is independent, the Board considered that, in the ordinary course of business, Air
Liquide Group, of which Mr. Dufour is a director, sold certain chemicals to our company on an
arms-length
basis during the fiscal year ended December 31, 2018. The Board determined that this
arrangement did not exceed the NYSEs threshold of 2.0% of Air Liquide Groups consolidated gross revenues, that Mr. Dufour does not have a direct or indirect material interest in such transactions, and that such transactions do not
impair Mr. Dufours independence.
In determining that Mr. Felsinger is independent, the Board considered that, in the ordinary course of
business, Gannett Co. Inc., of which Mr. Felsinger is a director, sold certain products to our company on an
arms-length
basis during the fiscal year ended December 31, 2018. The Board
determined that this arrangement did not exceed the NYSEs threshold of 2.0% of Gannett Co. Inc.s consolidated gross revenues, that Mr. Felsinger does not have a direct or indirect material interest in such transactions, and that
such transactions do not impair Mr. Felsingers independence.
In determining that Ms. Harrison is independent, the Board considered that, in
the ordinary course of business,
Colgate-Palmolive
Company, of which Ms. Harrison is President of Global Oral Care, purchased various products from our company on an
arms-length
basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSEs threshold of 2.0% of Colgate-Palmolive Companys
consolidated gross revenues, that Ms. Harrison does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Ms. Harrisons independence.
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ADM Proxy Statement 2019
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