Corporate Governance and Ethical Business Principles

VEREIT is committed to maintaining a culture built upon integrity, sound corporate governance, transparency and accountability.  Key principles underlying this commitment are set forth in, among other things, our Corporate Governance Guidelines and Code of Business Conduct and Ethics (“Code of Conduct”).

 

Practices that illustrate this commitment include, but are not limited to:

 

» All but one Independent Directors

» Separated positions of Chairman of the Board and Chief Executive Officer

» Annual election of Directors

» Opted out of Maryland’s anti-takeover statute

» Majority voting and director resignation policy for uncontested director elections

» Stockholder rights plan limits

» Adopted proxy access

» Clawback policy for the potential recoupment of officer compensation

» Policy prohibiting insider trading

» Code of Conduct to promote strict ethical standards

» Risk oversight by the Board and its Committees

» Share ownership requirements for Directors and Executive Officers

» Third party whistleblower hotline for compliance reporting

» Enterprise Risk Assessment conducted annually by management and reviewed by the Audit Committee

Board of Directors and Committees

VEREIT’s Board of Directors is annually elected by the shareholders to oversee their interest in the long-term health and overall success of the business. Primary responsibilities of the Board include the review, and where appropriate, approval of the Company’s business strategy and financial objectives, as well as major corporate actions. The Board selects and oversees the CEO who, along with other members of senior management, is responsible for conducting and managing the business and operations of the Company. In recognition of the time commitments and activities required to function effectively as both the Chief Executive Officer and Chairman of the Board, VEREIT has separated the roles. The Board believes that the current separation of the roles of Chief Executive Officer and Chairman allows the CEO to focus time on operating and managing the Company while leveraging the experience and perspectives of the Chairman of the Board to help set the strategic direction of the Company. VEREIT’s Board operates independently and, with the exception of the CEO, none of its members are officers or employees of the Company.  The Board has created three standing committees, made up exclusively of independent directors, to oversee key aspects of the Company’s governance program.

 

Audit Committee 

VEREIT’s Audit Committee oversees the accounting and financial reporting process, monitors the integrity of the Company’s financial statements and appoints and oversees any independent registered public accounting firm engaged by the Company to prepare an audit report. The Audit Committee periodically reports to the Board of Directors on its findings and actions, including any issues that arise with respect to the integrity of the Company’s financial statements, the Company’s compliance with regulatory requirements and the Company’s overall risk profile. 

 

Compensation Committee 

VEREIT’s Compensation Committee reviews all executive officer compensation plans, oversees VEREIT’s annual review process for executives, approves the Company’s equity incentive plans and oversees the development of executive succession plans.  The Compensation Committee engages an outside independent compensation consultant to provide advice on appropriate practices for our executive compensation program. As part of the Company’s ESG program, the Compensation Committee also periodically reviews human capital matters including, but not limited to, the Company’s demographics, diversity and inclusion initiatives, employee retention and employee compensation practices.

 

Nominating and Corporate Governance Committee 

VEREIT’s Nominating and Corporate Governance Committee advises the Board with respect to the function and composition of the Board and its committees, oversees the self-evaluation of the Board and the Board’s evaluation of senior management, reviews the Company’s corporate governance policies and procedures, and identifies and recommends potential director candidates for nomination.

 

Ethics

VEREIT has fostered a culture that is respectful, ethical, dedicated, collaborative and hard-working. Our business approach is disciplined, transparent and consistent. The Company has established a Code of Conduct that guides daily business with tenants, stockholders, vendors and employees. This Code of Conduct, which is certified to annually by all employees and directors, was created to promote ethical conduct, including the appropriate handling of actual or apparent conflicts of interest between personal and professional relationships; the full, fair, accurate and timely filing of periodic reports and compliance with applicable regulations.  Key principles included in VEREIT’s Code of Conduct include, but are not limited to, the following:

 

Insider Trading 

VEREIT’s Insider Trading policy prohibits directors, officers, employees and other persons that may have access to the Company’s material, nonpublic information such as contractors and consultants from trading in securities of the Company or any other company while in possession of material nonpublic information. All transactions involving Company securities by these covered persons must be pre-approved by the Company. All employees certify compliance with this policy on an annual basis.

 

Discrimination and Harassment 

The Company is firmly committed to providing equal opportunity in all aspects of employment and prohibits discrimination or harassment of any kind by any Subject Person in the workplace, any setting in which work related business is being conducted (whether during or after normal business hours), as well as any online and electronic interactions. The Company prohibits discrimination and harassment in any form, including verbal, physical and visual conduct, threats, demands and retaliation, because of race, color, religion, sex, national origin, age, disability, sexual orientation, gender identification or expression, genetic information or any other basis made unlawful by federal, state or local law, ordinance or regulation.

 

Whistleblower Protection 

The Company has a website and a telephone hotline available for reporting illegal or unethical behavior on a confidential, anonymous basis. The applicable telephone number and website address can be found in the Company’s Policies and Procedures with Respect to Accounting, Internal Accounting Control or Auditing Matter Complaints.  The Company prohibits retaliation of any kind against individuals who in good faith report any known or suspected illegal or unethical conduct.

 

Payments to Government Personnel 

The U.S. government, as well as state and local governments, have a number of laws and regulations regarding business gratuities which may be accepted by government personnel. The promise, offer or delivery to an official or employee of the U.S. or any state or local government of a gift, favor or other gratuity in violation of any applicable rules is strictly prohibited. In addition, the Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. VEREIT strictly prohibits making any illegal payments to government officials of any country.

 

Enterprise Risk Management

VEREIT’s Board of Directors and its committees oversee the management of significant risks that are applicable to the Company and work with management to develop strategies for identifying and mitigating such risks. To facilitate this process, the Board has delegated to its committees the assessment and management of certain of VEREIT’s risks with the Audit Committee being charged with the responsibility for monitoring the Company’s overall risk profile. Company management regularly evaluates and reports to the Board and/or its committees on the various significant risks facing the Company and, at least annually, performs a company-wide risk assessment that evaluates the Company’s significant risk exposures and assesses how these risks are being or will be addressed. As appropriate, the Company may organize specific committees dedicated to addressing a particular risk exposure and tasked with developing strategies to mitigate such risks. For example, the Company has formed a Cyber Risk Committee which is tasked with monitoring the Company’s overall cybersecurity program, as well as identifying material cyber risks threatening the Company and developing strategies for mitigating them. By regularly and continually evaluating and monitoring the Company’s risk exposures from the top down, VEREIT is able to effectively manage its risk exposure and serve the Company’s shareholders.

 

Shareholder Engagement

VEREIT considers accountability through ongoing shareholder engagement to be an important part of its corporate governance structure.  Our shareholder engagement program includes both direct engagement with investors, as well as providing investors on a quarterly basis a detailed supplemental filing and investor presentation to facilitate disclosure about our business and operations. VEREIT’s Senior Vice President of Investor Relations, along with members from the senior leadership team, attend multiple events throughout the year, including Nareit’s REITweek Investor Conference and Citi Global Property CEO Conference, to meet with the Company’s investors. We value creating strong relationships with our investors to enable us to understand the issues that are key to their investment decisions.  

At VEREIT, we are committed to serving our tenants, stakeholders, and employees through our business approach which is disciplined, transparent, and consistent.  This model permeates into every part of our business, including company culture, environmental initiatives, and our community involvement. Learn more about VEREIT's Corporate Responsibility: