We are committed to maintaining the highest standards of governance, requiring that all of our employees and directors comply with our strict Code of Ethics and Business Conduct. We believe in the following core principles that contribute to our success: fairness, openness and accountability, and transparency with our investors, customers, regulatory bodies and employees.

Our dedication to these principles goes beyond rules-based compliance to corporate governance policies. It is embedded in our culture and is longstanding. Directors understand that a formulaic “check-the-box” approach to governance on its own is not sufficient for proper oversight of shareholders’ best interests. Above all, our Board is constantly aware of its duty to observe both the principles and the spirit of superior governance and to maintain its independent thinking and actions.

• History of Leadership: Ventas has been at the forefront of implementing corporate governance best practices. Since inception, Ventas has maintained a declassified Board where all directors are elected annually. Ahead of New York Stock Exchange (NYSE) rules and Sarbanes-Oxley requirements, our Board of Directors was composed of a majority of independent members, and we reconfigured our three key committees – audit, compensation and governance – to meet the stringent standards now imposed on public corporations.

  Among other key milestones, in 2003, we abandoned the "poison pill" provisions in our charter. In addition, our Board named Douglas Crocker II as Presiding Director to chair our regularly scheduled executive sessions among independent directors. In 2010, we continued our commitment to responsible corporate governance practices and acting in shareholders’ best interests by adopting a majority vote standard for director elections. And, in an effort to encourage regular feedback from shareholders, we will hold annual advisory votes on “say on pay” for executive compensation, an approach strongly supported by governance ratings groups ISS and Glass-Lewis.

• The Role of the Board: The Board bears the primary responsibility for overseeing the long-term interests of shareholders. The Board provides guidance and strategic oversight to management, and reviews and regularly monitors the effectiveness of our financial and business plans, policies and decisions, including the execution of strategies and objectives. The Board is an advisor and counselor to senior management, and oversees its performance. A crucial function of the Board is the annual review by independent directors of our chief executive’s performance, compensation and succession planning. In its setting of pay for our chief executive officer, the Board seeks to align management interests with those of shareholders, focusing on pay-for-performance, including placing a significant portion of compensation in the form of equity awards that vest over time.

• The Importance of Independence: All directors are expected to actively participate in governing the company. Director independence is paramount in carrying out proper oversight. Of our thirteen directors, ten are independent. Our directors bring to the Board a diversity of experience and, just as important, a diversity of thinking. By requiring minimum stock ownership, the directors also aim to align their interests with shareholders. Profiles of our directors and their committee responsibilities can be found here.

By clicking on the links below you will be able to read our Guidelines on Governance, our Code of Ethics and Business Conduct, our Whistleblower Policy and Procedures, our Board Committee Charters and more.

Members of Ventas's Board of Directors 
Committee Membership 
Audit and Compliance Committee Charter 
Nominating and Corporate Governance Committee Charter 
Executive Compensation Committee Charter 
Compensation Consultant Independence Policy

Ventas's Guidelines on Governance
Ventas's Code of Ethics and Business Conduct

On December 5, 2011, our Board of Directors adopted an amended and restated Code of Ethics and Business Conduct, effective as of January 1, 2012. The amendments foster continued compliance with the Code by incorporating a user-friendly structure and language, including use of plain English, a table of contents with specific Code topics and cross-references to the Ventas Employee Handbook. No material substantive changes were made to our Code of Ethics and Business Conduct.

Whistleblower Policy and Procedures 

To be used to report issues regarding Ventas's accounting, internal controls, auditing or other business conduct matters. See whistleblower contact information.

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