listing requirements and the rules and
regulations of the Commission. In addition, pursuant to the audit
committee charter, the amounts payable to the investment adviser
and the administrator pursuant to the investment advisory and
management agreement and administration agreement, respectively,
are separately approved by the audit committee. The compensation
payable to the investment adviser pursuant to the investment
advisory and management agreement is also separately approved by a
majority of the independent directors in accordance with
Section 15(c) of the Investment Company Act.
The specific responsibilities
of the audit committee, including those related to compensation,
are set forth in the charter of the audit committee, which can be
accessed via the Company’s website at www.arescapitalcorp.com.
The contents of the Company’s website are not intended to be
incorporated by reference into this proxy statement or in any other
report or document it files with the Commission, and any references
to the Company’s website are intended to be inactive textual
references only.
Co-Investment
Committee
The members of the
co-investment committee are Ann Torre Bates, Mary Beth Henson,
Daniel G. Kelly, Jr., Steven B. McKeever, Michael K. Parks and Eric
B. Siegel, each of whom is independent for purposes of the
Investment Company Act and The NASDAQ Global Select Market’s
corporate governance regulations. The co-investment committee is
responsible for reviewing and making certain findings in respect of
co-investment transactions pursuant to the exemptive order the
Company has received from the Commission.
Communications Between
Stockholders and the Board of Directors
The Board welcomes
communications from the Company’s stockholders. Stockholders may
send communications to the Board, or to any particular director, to
the following address: c/o Ares Capital Corporation, 2000
Avenue of the Stars, 12th Floor, Los Angeles, California 90067.
Stockholders should indicate clearly the director or directors to
whom the communication is being sent so that each communication may
be forwarded directly to the appropriate director(s).
Code of Conduct
The Company has adopted a code
of conduct that applies to, among others, its officers, including
its Chief Executive Officer and its Chief Financial Officer, as
well as the members of the Board. The Company’s code of conduct can
be accessed via the Company’s website at www.arescapitalcorp.com.
The Company intends to disclose any amendments to or waivers of
required provisions of the code of conduct on the Company’s
website. However, the contents of such website are not and should
not be deemed to be incorporated by reference herein.
Hedging and Speculative
Trading
The Board has adopted, as part
of the Company’s insider trading policy, prohibitions against
executive officers and directors of the Company and any director,
officer or employee of the Company’s investment advisor or
administrator buying or selling puts or calls or other derivative
securities based on the Company’s securities (other than derivative
securities issued by the Company, such as convertible notes). In
addition, such persons are prohibited from short-selling the
Company’s securities or entering into hedging or monetization
transactions or similar arrangements with respect to the Company’s
securities.
Pledging of Company
Securities
The Board has adopted, as part
of the Company’s insider trading policy, prohibitions against the
Company’s executive officers and directors and any director,
officer, or employee of the Company’s investment adviser or
administrator holding the Company’s securities in a margin account
or pledging the Company’s securities as collateral for a
loan.
Stock Ownership
Guidelines
To align the interest of the
Company’s directors, executive officers and stockholders, the Board
expects directors to own significant equity in the Company.
Accordingly, on October 23, 2019, the Board
adopted