We are committed to maintaining corporate governance practices and policies that are in the best interests of our stockholders. We believe our practices and policies should promote fairness and alignment, accountability of management and the Board of Directors, transparency, sound risk management and delivery of consistent, superior total returns to stockholders. Our corporate governance QuickScore rating of 3 from our proxy advisory firm, Institutional Shareholder Services1, and our ten-year total shareholder return of 319.7% demonstrate our commitment to these principles and our focus on creating and preserving long-term stockholder value.
We follow many best practices in corporate governance. More importantly, our dedication to our stockholders goes beyond rules-based compliance, because we recognize that a formulaic “check-the-box” approach to governance is not sufficient on its own to drive long-term stockholder value. Our approach to governance is embedded in our culture and the way we conduct business; it is also borne out by our superior long-term performance, our relationships with our investors, employees and business partners, and the recognition we receive externally.
Fairness and Alignment
We have a longstanding commitment to responsible corporate governance and executive compensation practices that are fair to, and create alignment with, our stockholders:
We are fully committed to honesty, fairness and integrity in the conduct of our business. All of our employees, officers and directors are required to comply with our rigorous Global Code of Ethics and Business Conduct, which forms the core of our ethics and compliance program at Ventas.
On December 10, 2014, our Board of Directors approved amendments to our Code, effective January 1, 2015. These amendments further strengthened our Code by providing:
Greater specificity relating to third parties who act on behalf of Ventas;
Enhanced employee reporting obligations;
Expanded anti-retaliation terms;
Greater specificity regarding conflicts of interest; and
Additional guidance on anti-corruption compliance.
Accountability of Management and the Board of Directors
Our Board is acutely aware of its duty to our stockholders and the critical role it plays in our sustained excellence. Based on their many years of experience, the members of our Board provide guidance and independent oversight with respect to our financial and operating performance, strategic plans, key corporate policies and decisions, and enterprise risk management.
Strong, independent directors enhance our culture of fairness. They also ensure that we are held to an exemplary standard of performance. Our independent directors, who comprise more than 70% (8 out of 11) of the members of our Board, are active and engaged in shaping the direction of our company and overseeing management. Each of our directors has a strong record of attendance at Board and committee meetings and brings a deep knowledge of healthcare, finance and real estate – the core of our business – into the Board room. Our key Board committees – Audit, Compensation and Nominating – are comprised entirely of independent directors.
Our Board leadership structure is specifically tailored to the needs of our company and has been instrumental in our sustained long-term performance. Douglas Crocker II has served as the Presiding Director of our Board since 2003. He has been a member of our Board since 1998 and is a successful, highly experienced and well-respected leader with a proven record of accomplishment in real estate, REITs, corporate finance, mergers and acquisitions and strategic planning. Our Presiding Director’s robust duties include:
Presiding at all meetings of our Board at which the Chair is not present;
Serving as liaison between the Chair and the independent directors;
Approving Board agendas; and
- Authority to call meetings of the independent directors
Transparency and Risk Management
We communicate primarily through our SEC reports, press releases, and supplemental disclosures on our website. In addition to complying with the disclosure obligations applicable to public companies, we voluntarily disclose other information that may be of interest to investors, including quarterly supplemental information and recent investor presentations. In recognition of our efforts, we were named “Best Investor Relations” by Institutional Investor in 2011.
Our website also provides information about our Board of Directors and the corporate governance policies and processes we have established to facilitate effective risk management. Our key governance practices are described in detail in our Guidelines on Governance. Our stakeholders are invited to learn more about our Board of Directors and its oversight role by reading about the members of our Board of Directors and our Board Committee structure, including the charters of our Audit and Compliance Committee, Executive Compensation Committee and Nominating and Corporate Governance Committee. Each of the Audit, Compensation, Nominating and Investment Committees exercises oversight related to the risks associated with the particular responsibilities of that committee.
We further promote transparency by inviting stockholders to communicate directly with our Board of Directors. You can contact our Board by submitting an email to email@example.com. Or you can contact our Presiding Director or the independent members of our Board as a group by submitting an email to firstname.lastname@example.org.
We encourage anyone (including employees, contractors, tenants and suppliers) to report in good faith any issues or concerns about potential ethical, legal or regulatory violations, including any issues or concerns regarding our internal controls or our accounting or audit practices, by contacting our Compliance Investigator. For more information, see our Global Code of Ethics and Business Conduct.
1QuickScores range from 1 to 10 with lower scores indicating those companies that ISS views as having lower governance risk.