GOVERNANCE OF THE COMPANY AND BOARD STRUCTURE
The Companys Board of Directors is elected annually by the shareholders to provide oversight so that the long-term interests of the shareholders are served. The Companys business is conducted by its employees under the direction of the CEO and with the oversight of the Board.
Board of Directors and Corporate Governance
Director Independence
The Board is currently composed of eleven (11) members. Brian A. Napack is the Companys President & CEO. Jesse C. Wiley is a member of the Wiley family. The Board has affirmatively determined that all of our directors, except Brian A. Napack and Jesse C. Wiley, meet the independence guidelines the Board sets forth in its Corporate Governance Principles, which are published on our web site at https://www.wiley.com/en-us/corporategovernance.
Board Leadership Structure
The Board of Directors is currently led by Matthew S. Kissner, the Chairman of the Board.
Meetings of the Board of Directors are called to order and led by the Chairman. All members of the Board are elected annually.
The Board of Directors believes separating the roles of Chairman and Chief Executive Officer allows our Chief Executive Officer to focus on developing and implementing the Companys strategic business plans and managing the Companys day-to-day business operations and allows our Chairman to lead the Board of Directors in its oversight and advisory roles. Because of the many responsibilities of the Board of Directors and the significant amount of time and effort required by each of the Chairman and the Chief Executive Officer to perform their respective duties, the Company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the Companys prospects for success.
For the foregoing reasons, the Board of Directors has determined that its current leadership structure is appropriate and in the best interests of the Companys shareholders.
Other Governance Practices
Non-Management Executive Sessions:
The Board has regularly scheduled non-management executive sessions of non-management directors following each Board meeting.
Orientation and Continuing Education:
The Companys new directors are required to attend orientation sessions. The Company also conducts ongoing training or continuing director education for its Board members and is supportive of, and reimburses its directors for, attending director education programs.
Annual Meeting:
The Company does not have a policy that requires the attendance of all directors at the Annual Meetings, but it has been a long-standing practice for directors to attend. In September 2017, all directors standing for election attended the Annual Meeting.
Annual Evaluation:
The Board annually conducts a self-evaluation of the Board and its individual members, including the Chairman of the Board.
In 2018, the Board engaged a third party facilitator to help administer the annual Board Evaluation in September. The objective of the annual evaluation is to ensure that the Board as a whole, its committees, and its individual directors are functioning at a high level and are providing the best value and performance for the Companys stakeholders, management and employees. The Boards Governance Committee is responsible for the design and administration of the annual Board evaluation process and uses a variety of methods to produce an evaluation of the full Board, Board committees and individual directors. The information obtained from the annual evaluations is used to promote director development, direct future Board agendas and meeting structures, ensure good communication among the directors and with management, and to review future board candidate qualifications.
Code of Ethics.
The Company has adopted a Business Conduct and Ethics Policy (the Code of Ethics) that applies to the Companys principal executive officer, principal financial officer,