Governance Guidelines & Code of Business Conduct & Ethics
The Board has adopted Corporate
Governance Guidelines (the Guidelines) which set forth a framework within which the Board oversees and governs the affairs of Wabash National. The Guidelines cover, among other things, the composition and functions of the Board, director
independence, director stock ownership, management succession and review, Board committees, the selection of new directors, and director responsibilities and duties.
Our Board has also adopted a Code of Business Conduct and Ethics (which applies to all of our directors, officers, and employees) and an additional Code of Business
Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers (together, the Codes). The Codes cover, among other things, compliance with laws, rules and regulations (including insider trading), conflicts of interest,
corporate opportunities, confidentiality, protection and use of company assets, and the reporting process for any illegal or unethical conduct. Any amendment to, or waiver from, a provision of the Codes for a director or executive officer will be
promptly disclosed and posted on our website as required by law or the listing standards of the NYSE.
The Guidelines and the Codes are available on the Investor
Relations/Corporate Governance page of our website at www.wabashnational.com and are available in print without charge by writing to: Wabash National Corporation, Attention: Corporate Secretary, 3900 McCarty Lane, Lafayette, Indiana 47905.
Board Structure and its Role in Risk Oversight
Director Independence
In February 2020, our Board of
Directors undertook its annual review of director independence to determine the independence of our directors in accordance with NYSE listing standards. As a result of this review, the Board of Directors affirmatively determined that all of the
directors nominated for election at the Annual Meeting and Dr. Jischke are independent of Wabash National and its management within the meaning of the rules of NYSE, with the exception of Brent L. Yeagy, our President and Chief Executive
Officer.
Independent Chairman
The Board does
not have a formal policy on whether the roles of Board Chairman and Chief Executive Officer should be separate or combined. Rather, the Guidelines provide that the independent members of the Board may select the Chairman of the Board and the
Companys Chief Executive Officer in the manner they consider in the best interests of the Company.
Currently, the Board believes that it is in the best
interests of the Company for the Chairman and Chief Executive Officer positions to be held by separate persons, given the differences between the two roles in our current management structure. Our Chief Executive Officer, among other duties, is
responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board, among his
other responsibilities, presides at the executive sessions of our independent and non-management directors and facilitates communication between our independent directors and management. However, the Board
reserves the right to combine the positions of the Chief Executive Officer and Chairman, should it determine that such a change is appropriate for our Company in the future.
As noted above, given Dr. Jischkes upcoming retirement, our Board of Directors intends to appoint one of our independent directors, Larry J. Magee, as our new
Chairman of the Board immediately following the Annual Meeting.
Director Refreshment
Our Guidelines require that, once any Board member reaches the age of 72, the Nominating and Corporate Governance Committee must annually consider the members
continuation on the Board, and recommend to the
|
|
|
|
|
20
|
|
2020 Proxy Statement
|
|
WABASH NATIONAL CORPORATION
|