约翰迪尔公司的历史和公司治理.ppt

1、2020/7/20,Deere John Deere Tianjin Works, a new transmission factory in Tianjin, China, opens.,. The History of Deere & Company,1.The Timeline,2020/7/20,2007 Deere & Company stockholders approve a two-for-one stock split, increasing the number of common shares to 1,200 million shares. John Deere is

2、chosen by Ethisphere magazine for its list of the Worlds 100 Most Ethical Companies. 2008 Deere & Company enters into joint ventures with construction equipment manufacturers in China and India,. The History of Deere & Company,1.The Timeline,2020/7/20,. The History of Deere & Company,2.The Trend of

3、Sales and Net Income,Sales 1937-2008,Net Income 1966-2008,2020/7/20,The corporate governance structure of Deere & Company follows the Anglo-American model in which the board of directors and the chief executive officer share the power to manage the corporation. The position of Chairman of the Board

4、has traditionally been held by Deeres Chief Executive Officer. At present, Samuel R. Allen takes the position of both the Chairman of the Board and the Chief Executive Officer.,. The Corporate Governance Structure,2020/7/20,. The Corporate Governance Structure,The corporate governance structure of D

5、eere & Company,2020/7/20,() The Board of Directors Presiding Director The Presiding Director is a secretary who is elected by a majority of the independent directors upon a recommendation from the Corporate Governance Committee. The Presiding Director is appointed for a one year term beginning upon

6、election and expiring upon the selection of a successor Presiding Director.,. The Corporate Governance Structure,2020/7/20,() The Board of Directors The Functions of the Board of Directors All the directors have the power authorized by the laws and by-law. The board governs the corporation and has t

7、he power to choose a CEO. Currently the board of Deere & Company is consisted of 6 committees which are in charge of different aspects of the corporation.,. The Corporate Governance Structure,2020/7/20,() The Board of Directors Size of the Board The size of the board is determined by the board. Thro

8、ugh its nominating function, the Corporate Governance Committee makes recommendations regarding the size of the board as well as its composition. Currently there are 11 directors in the board of Deere & Co., most of whom are outside independent directors.,. The Corporate Governance Structure,2020/7/

9、20,List of the Directors (By the year of 2009),. The Corporate Governance Structure,2020/7/20,() The Board of Directors Director Independence The CEO is the only active or former Deere employee currently on the board. At all times, a majority of the members of the board shall meet the criteria for i

10、ndependence established by applicable laws and regulations and the New York Stock Exchange. 10 of the 11 current directors are outside independent directors.,. The Corporate Governance Structure,2020/7/20,() The Board of Directors Selection of Directors Suggestions for director-candidates are receiv

11、ed from shareholders and from directors. The Corporate Governance Committee can also elect to retain a director placement consultant. The Corporate Governance Committee is responsible for screening candidates and making recommendations to the full board, which nominates a slate for directors for ele

12、ction at the annual meeting of shareholders, and also elects directors to fill vacancies or newly-created seats on the board.,. The Corporate Governance Structure,2020/7/20,() The Board of Directors Assessing the Boards Performance The Corporate Governance Committee conducts an annual review of the

13、performance and effectiveness of the board, and reports to the full board, which determines whether it and its committees are functioning effectively.,. The Corporate Governance Structure,2020/7/20,() The Board of Directors The Board Meetings The full board normally has four regular meetings per yea

14、r and meets otherwise as needed. These meetings provide an adequate opportunity for the directors to discharge their duties. The board resolutions establishing the committees typically require a minimum of two meetings per year, with the exception of the Executive Committee, which meets as required.

15、 However, meetings are held whenever there is a need, with the result that most committees meet more frequently. The Audit Review Committee and the Compensation Committee meet quarterly.,. The Corporate Governance Structure,2020/7/20,() The Board of Directors The Board Meetings Each Board meeting no

16、rmally begins with a session between the CEO and the independent directors The outside directors may meet in executive session, without the CEO, at any time, and are scheduled for such non-management executive sessions at each regularly scheduled board meeting. The Presiding Director will preside ov

17、er these executive sessions.,. The Corporate Governance Structure,2020/7/20,() The Board Committees There are currently six committees of the board:,. The Corporate Governance Structure,Audit Review Committee Compensation Committee Special Subcommittee of the Compensation Committee Corporate Governa

18、nce Committee Executive Committee Pension Plan Oversight Committee,2020/7/20,() The Board Committees The Corporate Governance Committee The committee is responsible for developing and recommending policies and procedures relating to corporate governance, including the processes and procedures of the

19、 board, and is responsible for monitoring such policies, processes and procedures when established. The committee consists of not fewer than three directors of the Company to be designated by the board, and no member of the committee shall have served as an officer or employee of the Company.,. The

20、Corporate Governance Structure,2020/7/20,() The Board Committees The Audit Review Committee The committee is created to assist the Board of Directors in fulfilling its oversight responsibilities pertaining to the accounting, auditing and financial reporting processes of the Company. The Committee sh

21、all consist of at least three directors.,. The Corporate Governance Structure,2020/7/20,() The Board Committees The Compensation Committee The committee replaced Stock Option Committee and Board Committee on Officers Compensation and took over the responsibility for the administration of any stock option plan, restricted stock plan, and the responsibility for adopting or administering any salary, bonus or other similar plan for the compensation of officers or other employees of the Company. The