Board Composition
Size of the Board The number of directors serving on the Board should be established with a view toward balancing the need for diversity of experience and talent against the risk of diluting responsibility and participation of Board members. It is the sense of the Board that a size of between eight and twelve members […]
Board Operation and Structure
Number of Meetings The Board will meet as frequently as it may determine necessary or appropriate in light of the circumstances and in accordance with the schedule determined by the Chairman or the Lead Director, in consultation with the CEO, where appropriate. The Chairman, the President or any three directors have the discretion to call additional Board […]
Responsibilities of the Board
The primary responsibility of the Board is to oversee and provide direction and counsel to the management of the Company. Board members are expected to devote the time necessary to appropriately discharge their responsibilities, to review materials distributed in advance of Board and committee meetings and to prepare for and attend and participate in all […]
Meeting Procedures
Information Access and Agenda Items The Lead Director and/or the Chairman and the Chief Executive Officer have responsibility for formulating the agenda for Board meetings, with input from other members of the Board. Directors will have access to all of the information that they believe is necessary or useful in fulfilling their duties. The Company’s mentoring program […]
Compensation
Board Compensation It is the policy of the Board to provide the independent directors with a mix of compensation, including an annual cash retainer, meeting attendance fees, and annual stock option and restricted stock grants based on continued service on the Board and Company performance. The Chairman and the Corporate Secretary shall annually formulate and present to […]
Board Committees
Management Development & Compensation Committee Audit Committee Governance Committee Number, Structure and Jurisdiction Currently there are three standing committees of the Board: Audit, Management Development and Compensation, and Governance. The Board may establish other committees from time to time as circumstances dictate. Appointment and Term Limits The Governance Committee in consultation with the Chairman will […]
Contacting Board Members
Contacting Board Members The Board supports and encourages stockholders and other interested parties to contact the Chairman, the independent directors as a group or any individual Board member with questions and comments they may have by any of the following methods: The Corporate Secretary will forward any such correspondence to the applicable director; provided, however, that any […]
Clawbacks and Other Policies
UK Pension Scheme Governance Statements
Harsco Chair’s DC Governance Statement with appended SIP Harsco Pension Scheme Implementation Statement Harsco Pension Scheme Statement of Investment Principles