Allegion believes in transparent and proactive corporate governance. Click on the links below to access our corporate governance policies.
Corporate Governance Guidelines |
Compensation Committee Charter |
Our company is managed under a corporate governance framework and guided by Corporate Governance Guidelines that ensure we operate within applicable legal statutes and New York Stock Exchange requirements, and consistent with ethical global business standards.
In addition to our company’s Memorandum and Articles of Association, our Code of Conduct, which applies to all employees throughout the world, confirms our commitment to ethical behavior and compliance with laws wherever we work. On December 7, 2017, the Allegion Board of Directors revised the Allegion Code of Conduct. The Code was revised to enhance its clarity and accessibility. Allegion’s Chief Compliance Officer may make non-material changes to this Code of Conduct from time to time, including updates to the resources, policies and questions and answers provided. All material changes, including any change that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, must be reviewed by the Audit and Finance Committee and approved by the Board of Directors.
Allegion has a Global Human Rights Policy. The company believes that the fundamental values set forth in this policy should serve as our global minimum business standards.
The Corporate Governance and Nominating Committee of our Board of Directors regularly reviews the company’s governance practices to ensure that we remain current with and operate in accordance with all applicable legal and New York Stock Exchange requirements.
The Board of Directors has the following committees:
All committees have written, Board-approved charters detailing their responsibilities. Only non-employee directors serve on these committees. Click here to send questions/comments to Allegion's Board of Directors.
Quick Links to Corporate Governance Guidelines:
The following corporate governance guidelines and the charters of the committees of the Board of Directors of Allegion plc (the “Company”), have been approved by the Board of Directors and provide the framework for the corporate governance of the Company.
Role of the Board of Directors
The Company’s business is managed under the direction of the Board of Directors. The Board delegates to the Chief Executive Officer (“CEO”), and through that individual to other senior management, the authority and responsibility for managing the Company’s business. The Board’s role is to oversee the management and governance of the Company and to monitor senior management’s performance.
Among the Board’s core responsibilities are to:
The Board of Directors is comprised of such number of directors as the Board deems appropriate to function efficiently as a body, subject to the Company’s Articles of Association. The Corporate Governance and Nominating Committee reviews the composition of the full Board to identify the qualifications and areas of expertise needed to further enhance the composition of the Board, makes recommendations to the Board concerning the appropriate size and needs of the Board and, on its own or with the assistance of management or others, identifies candidates with those qualifications.
The Board is made up of a substantial majority of independent, non-employee directors and the Board considers this to be the appropriate structure. The Board establishes principles and procedures to determine whether or not any particular director is independent in accordance with applicable regulations and the requirements of the New York Stock Exchange. The standards currently in effect for determining the independence of individual directors are attached as Exhibit I to these Corporate Governance Guidelines.
Under the Articles of Association, the Board of Directors has authority to fill vacancies in the Board and appoint additional directors (in each case subject to their re-election at the next annual general meeting) and to nominate candidates for election by the shareholders. The screening process is done by the Corporate Governance and Nominating Committee with direct input from the Chairman and CEO and from the other directors and from time to time with the assistance of director search firms. In considering candidates for director, the Corporate Governance and Nominating Committee will take into account all factors it considers appropriate, including, among other things, breadth of experience, understanding of business and financial issues, ability to exercise sound judgment, diversity, leadership, and achievements and experience in matters affecting business and industry. The Corporate Governance and Nominating Committee considers the entirety of each candidate’s credentials and believes that at a minimum each nominee should satisfy the following criteria: highest character and integrity, experience and understanding of strategy and policy-setting, sufficient time to devote to Board matters, and no conflict of interest that would interfere with performance as a director. Shareholders may recommend candidates for Board membership for consideration by the Corporate Governance and Nominating Committee. Such recommendations should be sent to the Committee, care of the Secretary of the Company. Candidates recommended by shareholders are evaluated in the same manner as director candidates identified by any other means.
The positions of Chairman of the Board and CEO are held by the same person. It is the Board’s view that the Company’s corporate governance guidelines, the quality, stature and substantive business knowledge of the members of the Board of Directors, as well as the Board’s culture of open communication with the CEO and senior management are conducive to Board effectiveness with a combined Chairman and CEO position. The Board reserves the right to separate the roles of Chairman and CEO as the Board deems appropriate and in the best interests of the Company.
There will be a Lead Director who will be elected by the Board for a three-year minimum term from among the Company’s independent directors. The Lead Director shall have the roles and responsibilities set forth in Exhibit II to these Corporate Governance Guidelines.
The Board of Directors has the following committees: Audit and Finance, Compensation, and Corporate Governance and Nominating. All committees have written, Board-approved charters detailing their responsibilities and the extent to which they have been delegated powers of the Board of Directors. Only independent directors serve on these committees. Chairpersons and members of these three committees are rotated periodically, as appropriate.
The Audit and Finance Committee meets at least five times each year, the Compensation Committee meets at least four times each year, and the Corporate Governance and Nominating Committee meets at least three times each year. Additional committee meetings are called as required.
The Chairman establishes the agendas for the Board meetings in conjunction with the Lead Director. Each director is free to suggest items for inclusion in the agenda, and each director is free to raise at any Board meeting subjects that are not on the agenda for that meeting. Board materials relating to agenda items are provided to Board members in advance of meetings to allow the directors to prepare for discussion of matters at the meeting. The Board reviews and approves the Company’s yearly operating plan and specific financial goals at the start of each year, and the Board monitors performance throughout the year. At an expanded Board meeting once a year, the Board reviews in depth the Company’s long-range strategic plan. At the expanded meeting, it also reviews senior management development and succession planning.
Management presentations are made to the Board and its committees regularly on various aspects of the Company’s operations. The directors have unrestricted access to management and corporate staff.
All directors are expected to make an effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. Directors should review the materials provided by management and advisors in advance of the meetings of the Board and its committees and should arrive prepared to discuss the issues presented.
The proceedings and deliberations of the Board and its committees are confidential. Each director shall maintain the confidentiality of information received in connection with his or her service as a director (unless otherwise required by law or regulation).
Confidential information includes all non-public information entrusted to or obtained by a director by reason of his or her position on the Board, including information regarding the strategy, business, finances and operations of the Company, minutes, reports and materials of the Board and its committees, other documents identified as confidential by the Company and all other non-public information provided by the Company.
A director or any other participant attending a Board or committee meeting telephonically shall do so in a manner designed to ensure that no other person may hear the proceedings and deliberations of such meeting. Video or audio recordings by any Director or participant at any Board or committee meeting are not permitted.
The obligations described above continue even after the directors’ service on the Board has ended.
Executive Sessions of Non-employee Directors
The non-employee directors meet privately in executive sessions to review the performance of the CEO and the effectiveness of the Board meetings. The non-employee directors also meet as necessary, but at least twice a year, in executive session to consider such matters as they deem appropriate without management being present.
Director Orientation and Continuing Education
In order to become familiar with the Company, as well as the functioning of the Board of Directors, newly-appointed directors receive a variety of materials, including an overview of the Company, its operations and organization. They are also provided with access to key management personnel to provide additional information, including significant issues currently facing the Company. Management will also maintain a program to keep directors up to date on legal, regulatory and other matters relevant to their positions as directors of a large, publicly-held corporation.
Director Compensation and Stock Ownership
The Corporate Governance and Nominating Committee periodically reviews the Board of Directors’ compensation and benefits and compares them with director compensation and benefits at peer companies. It is the Board of Directors’ policy that directors be paid in a mix of cash and stock. Directors are required to acquire Company stock equal to three times the annual cash retainer paid to directors. Directors are required to retain ownership of the shares acquired until the stock ownership requirement is met and directors must maintain compliance thereafter until their retirement from the Board. It is also the policy of the Board that directors’ compensation be the sole compensation received from the Company by any non-employee director.
At the beginning of each year, the CEO presents his or her performance objectives for the upcoming year to the Compensation Committee for its approval. At the end of the year, the Compensation Committee discusses the CEO’s performance for the current year against his or her performance objectives. The Compensation Committee uses this performance evaluation in the course of its deliberations when considering the compensation of the CEO. The Compensation Committee and the CEO then meet to review the CEO’s performance evaluation and compensation.
Chief Executive Officer Succession
The Board of Directors views CEO selection as one of its most important responsibilities. To assist the Board in succession planning, the CEO reports at least annually to the Board providing an assessment of senior managers and their potential to succeed the CEO, either in the event of a sudden emergency or in anticipation of the CEO’s future retirement.
Director Retirement; Term Limits
Each non-employee director elected or appointed to the Board following the 2014 annual general meeting of shareholders must retire at the annual general meeting immediately following his or her 70th birthday. Directors who change the occupation they held when initially elected must offer to resign from the Board promptly following such change. At that time, the Corporate Governance and Nominating Committee will review the continued appropriateness of Board membership under the new circumstances and make a recommendation to the Board. Employee directors, including the CEO, must retire from the Board at the time of a change in their status as an officer of the Company, unless the policy is waived by the Board.
Each non-employee director must retire at the annual general meeting immediately following the completion of ten years of service as a Director of the Company.
The CEO must retire within a year immediately following his or her 65th birthday. The Board of Directors may, if they deem it appropriate and in the best interests of the Company, extend the CEO’s retirement effective date for up to 3 years immediately following the CEO’s 65th birthday.
Board and Board Committee Performance Evaluation
With the goal of increasing the effectiveness of the Board of Directors and its relationship to management, the Corporate Governance and Nominating Committee assists the Board in evaluating its performance as a whole and the performance of its committees. Each Board committee is also responsible for conducting an annual evaluation of its performance. The effectiveness and contributions of individual directors are considered each year when the directors stand for renomination.
The CEO and other members of senior management must seek the approval of the Board (or the Board committee to which this responsibility has been delegated), before accepting outside board memberships with for-profit entities. The CEO may not serve on the board of more than two other publicly held companies.
Non-employee directors must advise the Chairman of the Board and the Chair of the Corporate Governance and Nominating Committee if they are being considered for election or appointment to a board of directors of another publicly-held company. The Corporate Governance and Nominating Committee will determine whether the new board membership is compatible with continued service on the Company’s Board. It is the policy of the Board that: (i) non-executive directors may not serve on the board of more than four other publicly held companies without the prior approval of the Board of Directors, except that any new board members shall be given a reasonable transition period to come into compliance with the policy; (ii) non-executive directors who serve as an executive officer of a public company may not serve on the board of more than one other publicly held company without the prior approval of the Board of Directors; and (iii) no member of the Audit and Finance Committee may serve on more than three public company audit committees (including the Company’s Audit and Finance Committee). In addition to the above, the Corporate Governance and Nominating Committee will take into account any recent trends and expectations of institutional investors and other shareholders, as appropriate, when making its recommendation to the Board.
The Board shall have the authority to retain special legal, accounting or other consultants to advise the Board. Generally, this would be with the knowledge of the CEO. The Company will provide for such funding as the Board deems appropriate for the payment of compensation to any special legal, accounting or other consultants retained by the Board. The Board may request, as appropriate, any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Board or to meet with any members of, or consultants to, the Board.
Communication on behalf of the Company
The Board believes that senior management should speak for the Company. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company in coordination with and at the request of senior management.
The Company will maintain a code of business conduct and ethics which will articulate for employees, shareholders, customers and suppliers the standards of conduct, including conflicts of interest matters, to which the Company expects to adhere. Directors will also be required to abide by the code of conduct. Any waivers of the conflict of interest requirements of such code in favor of a director or executive officer will be subject to approval by the Board. In the case of the consideration of such a waiver in favor of a director, such director shall not participate in the deliberation or vote relating to such waiver.
The Company will maintain an internal audit function whose head will report directly to the Audit and Finance Committee. The internal audit function is responsible for bringing a systematic, disciplined approach to evaluate the effectiveness of risk management, control and governance processes. Its duties include monitoring the compliance by Company operations with the Company’s internal controls and identifying any deficiencies in the design or operation of such internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data.
Updated and adopted by the Board: December 3, 2020
EXHIBIT I
Guidelines for Determining Independence of Directors
(A) A director will not be deemed “independent” if: (i) the director is affirmatively determined by the board of directors of the Company to have a material relationship to the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company); (ii) the director is or was within the last three years employed by the Company or any of its subsidiaries; (iii) an immediate family member of the director is or was within the last three years employed by the Company or any of its subsidiaries as an executive officer; (iv) the director or an immediate family member of the director has received during any twelve-month period within the last three years more than $120,000 in direct compensation (other than director and Board committee fees and pension or other forms of deferred compensation not contingent on continued service as a director from the Company and its subsidiaries), provided, however that for purposes of this subparagraph (iv), compensation received by an immediate family member for service as an employee of the Company (other than an executive officer) shall not be included in determining a director’s independence; (v) the director, or an immediate family member of the director, is a current partner of a firm that is the Company’s internal or external auditor; (vi) the director is a current employee of such audit firm; (vii) an immediate family member of the director is a current employee of such audit firm and personally works on the Company’s audit; (viii) the director or an immediate family member of the director was within the last three years (but is no longer) a partner or employee of such audit firm and personally worked on the Company’s audit within that time; (ix) an executive officer of the Company is or was within the last three years on the compensation committee of the board of directors of a company that employed the director, or an immediate family member of the director, as an executive officer at the same time; or (x) the director is a current employee, or has an immediate family member who is a current executive officer, of a company or tax exempt organization having any of the relationships with the Company described in paragraph (B) below.
(B) The following commercial or charitable relationships are considered to be material relationships that would impair a director’s independence: (i) if a director is a current employee, or an immediate family member of a director is a current executive officer, of another company that has made payments to, or receives payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of the other company’s consolidated gross revenues or (ii) if a director is a current employee, or an immediate family member of a director is a current executive officer, of a tax exempt organization, and the Company’s discretionary charitable contributions to the organization in the aggregate are greater than $1 million, or 2% of that organization’s consolidated gross revenues. (The amount of any “match” of charitable contributions under the Company’s matching gifts program will not be included in calculating the amount of the Company’s contributions for this purpose.) The Board will annually review all commercial and charitable relationships of directors.
(C) For relationships other than those of the types described in (A) and (B), the determination of whether the director has a material relationship with the Company, and therefore may not be independent, will be made in good faith by the directors who satisfy the guidelines set forth in such preceding paragraphs.
(D) For purposes of these guidelines the term “immediate family member” includes an individual’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who shares such individual’s house.
(E) For purposes of these guidelines the term “executive officer” shall have the same meaning as the term “officer” in Rule 16a-1(f) of the Securities Exchange Act of 1934.
EXHIBIT II
ALLEGION PLC
Lead Director
Board Role
The Lead Director coordinates the activities of all of the Board's independent directors. The Lead Director is the principal confidant to the CEO and ensures that the Board has an open, trustful relationship with the Company's senior management team while also ensuring that the Board has independent leadership separate from the Company’s management. In addition to the duties of all Directors, as set forth in the Company's Governance Guidelines, the specific responsibilities of the Lead Director are as follows:
The Chairman and CEO of the company is responsible for working with the Lead Director so that together they achieve the Board governance objectives outlined by the Board.
It is expected that the Chairman and CEO will:
It should be noted that the Lead Director is not superior to other Directors or Committee Chairs, but rather a focal point and facilitator. The Lead Director is a non-exclusive channel of communication between the CEO and independent Directors and the CEO is encouraged to develop rapport and good communications with all Directors.
The Audit and Finance Committee is appointed by the Board of Directors to assist the Board in fulfilling its responsibilities to the shareholders and the investment community with respect to its oversight of the:
The Committee shall be comprised of three or more directors, each of whom shall be independent and, as determined by the Board consistent with New York Stock Exchange rules, free from any relationship that would interfere with the exercise of his or her independent judgment in carrying out his or her responsibilities as a member of the Committee.
Each member of the Committee shall be financially literate as determined by the Board in its business judgment, and at least one member of the Committee shall be an “audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”).
Unless a Chair of the Committee is elected by the full Board of Directors, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee membership. The Chairperson of the Committee will chair all regular sessions of the Committee and is responsible to set the agendas for Committee meetings. In the absence of the Chairperson of the Committee, the Committee shall select another member to preside.
The Committee shall meet as often as it determines necessary to carry out its responsibilities, but at least five times annually. The Committee shall meet separately and periodically with management, including the chief financial officer, chief compliance officer, the internal auditors and the independent auditor, and have such other direct and independent interaction with such persons from time to time as the members of the Committee deem appropriate.
The Committee may form subcommittees composed of two or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.
A majority of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.
The Committee shall have the authority to select, retain and/or replace special legal, accounting or other consultants to advise the Committee. The Company will provide for such funding as the Committee deems appropriate for the payment of compensation to the Company’s independent auditors and any special legal, accounting or other consultants retained by the Committee as well as funding for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
The Committee shall:
Financial Reporting
1. Meet to review and discuss with management and the independent auditors the Company’s annual audited financial statements and quarterly financial statements prior to their public dissemination, as well as the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Company’s critical accounting policies and practices, and alternative treatments within generally accepted accounting principles relating to material items. Such review shall include a discussion of significant issues regarding the accounting and auditing principles and practices (and the resolution of any disagreements between management and the independent auditors), as well as the adequacy of the internal controls and a review of any certifications being issued in respect of such statements by senior executives of the Company.
2. Discuss with the independent auditors the matters required to be discussed by the applicable auditing standards adopted by the Public Company Auditing Oversight Board (“PCAOB”) and approved by the SEC from time to time.
3. Review and discuss with management and the independent auditors the Company’s earnings press releases as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee Chair will review and discuss in advance of each quarterly earnings release or provision of earnings guidance. The other Committee members may participate at their option in these discussions.
Financing
4. Consider and approve the Company’s annual financing plan, including its projected capital structure and funding requirements.
5. Consider and recommend for approval by the Board of Directors the Company’s external dividend policy and dividend payments.
6. Consider and recommend for approval by the Board of Directors the repurchase of the Company’s stock.
7. Consider and recommend for approval by the Board of Directors a) issuances of equity and/or debt securities; or b) authorizations for other financing transactions, including bank credit facilities.
Accounting
8. Consider and approve, if appropriate, major changes to the Company’s auditing and accounting principles and practices as recommended by the independent auditors, management or the internal auditing department.
9. Review significant accounting and reporting issues, including recent professional and regulatory pronouncements.
Independent Auditors
10. Retain or change the Company’s independent auditors and approve all audit engagement fees and terms subject to the requirements of Irish company law.
11. Review, at least annually, the qualifications and performance of the independent auditors. In conducting its review and evaluation, the Committee shall obtain and review a report from the independent auditing firm describing (a) the firm’s internal quality control procedures; (b) any material issues raised by the most recent internal quality control or peer review of the firm, or by any inquiry or investigation within the preceding five years by governmental or professional authorities, respecting one or more independent audits carried out by the firm; and (c) any steps taken to deal with any issues raised by such review, inquiry or investigation. Based on such review, and taking into account the opinions of the management and the Company’s senior internal audit executive, the Committee should consider whether there should be a rotation of the lead audit partner or the audit firm itself.
12. Review and discuss with the independent auditors, in order to satisfy itself as to their independence, all relationships that would reasonably be thought to bear on the objectivity and independence of the independent auditors. Ensure the receipt of the independent auditors’ annual independent statement.
13. Review with the independent auditors and financial management of the Company in advance and approve all auditing services to be performed by the independent auditors, including the scope, staffing and, subject to prior delegation from the shareholders, the fees of the independent auditors to be incurred in connection with the proposed audit for the current year and, at the conclusion of such audit, review such audit including any comments or recommendations of the independent auditors.
14. Approve in advance, subject to and in accordance with applicable laws and regulations, non-audit services and related fees to be performed by the independent auditors.
15. Set clear hiring policies for employees or former employees of the independent auditing firm.
Risk Oversight
16. Discuss with management and the independent auditors the Company’s policies with respect to risk assessment and risk management and consider and approve the Company’s financial risk management activities, including the areas of foreign exchange, commodities, interest rate exposures, insurance programs and customer financing risks.
17. Consider and approve the Company’s policy for investment of excess cash.
18. Obtain and review periodic reports of the investment performance of the Company’s pension and savings benefit plans.
Internal Controls
19. Obtain and review periodic reports, at least annually, from management assessing the effectiveness of the Company’s internal controls and procedures for financial reporting, including reports on (a) all significant deficiencies or material weaknesses in the design or operation of internal controls; (b) any fraud, whether or not material, that involves management or other employees having a significant role in internal controls; and (c) results of internal control reviews of information technology, cybersecurity and privacy controls and procedures.
20. Obtain from management annually, as required by law, a report on internal controls, which shall (a) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and (b) contain management’s assessment, as of the end of the most recent fiscal year, of the effectiveness of the internal control structure and financial reporting procedures.
21. Obtain from the independent auditors an attestation to (and a report on) the assessment made by management in 20 above.
22. Review the Company’s disclosure controls and procedures and management’s assessment of them.
Other Duties
23. Review and reassess the adequacy of this Charter and the Audit Services Charter annually or more often as conditions dictate, and recommend proposed changes to the Board.
24. Review with the chief compliance officer: (1) the ethics and compliance metrics approved by the Committee and (2) the chief compliance officer’s annual report on the Company’s overall ethics and compliance program and (3) the Company’s periodic ethics and compliance risk assessment.
25. Establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
26. Review with the General Counsel any legal matters, including litigation and regulatory matters, which could have a significant impact on the Company’s financial statements.
27. Review periodically (at least annually) with the senior tax executive all tax matters affecting the Company’s financial performance.
28. Review periodically (at least annually) the internal audit organization and the objectives and scope of the internal audit function and examinations.
29. Review the appointment and replacement of the senior internal auditing executive and establish and maintain a direct reporting relationship with such executive.
30. Establish and maintain a direct reporting relationship with the chief compliance officer.
31. Prepare and issue the report of the Committee required by the rules of the Securities and Exchange Commission to be included in the Company’s annual general meeting proxy statement.
32. Report to the Board regularly including with respect to all significant issues discussed and make recommendations to be acted upon by the Board.
33. Conduct an annual evaluation of the performance of the Committee.
34. Perform any other activities consistent with this Charter, the Company’s Articles of Association and governing law, as the Committee or the Board deems necessary or appropriate.
Updated and adopted by the Board – December 2, 2020
The Corporate Governance and Nominating Committee, which will consist of non-employee directors, is responsible for considering and making recommendations to the Board of Directors concerning corporate governance matters by:
The Corporate Governance and Nominating Committee will consist of three or more directors each of whom is determined by the Board of Directors to be “independent” under the rules of the New York Stock Exchange.
The members of the Committee shall be elected by the Board of Directors and shall serve until such member’s successor is elected or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.
Unless a Chairperson is elected by the full Board of Directors, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee membership. The Chairperson of the Committee will chair all regular sessions of the Committee and is responsible for setting the agendas for Committee meetings. In the absence of the Chairperson of the Committee, the Committee shall select another member to preside.
The Committee shall meet at least three times annually. The Chairperson of the Board of Directors or any member of the Committee may call meetings of the Committee.
The Committee may form subcommittees composed of two or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.
A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.
The Committee shall have the authority to select, retain and/or replace special legal or other consultants to advise the Committee. The Company will provide for such funding as the Committee deems appropriate for the payment of compensation to any special legal or other consultants retained by the Committee as well as funding for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee may request any officer or employee of the Company or the Company’s outside counsel or consultants attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee
In furtherance of such purposes the Committee shall:
Updated and adopted by the Board – December 3, 2020
The purpose of the Compensation Committee is to discharge the responsibilities of the Board of Directors with respect to the compensation of the Company’s executives.
The Committee shall be comprised of three or more directors, each of whom is determined by the Board of Directors to be “independent” under the rules of the New York Stock Exchange. Additionally, no director may serve unless he or she (i) is a “Non-employee Director” for purposes of Rule 16b-3 under the Securities and Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, as applicable.
The members of the Committee shall be elected by the Board of Directors and shall serve until such member’s successor is elected or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.
Unless a Chairperson is elected by the full Board of Directors, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee membership. The Chairperson of the Committee will chair all regular sessions of the Committee and is responsible to set the agendas for Committee meetings. In the absence of the Chairperson of the Committee, the Committee shall select another member to preside.
The Committee shall meet at least four times annually. The Chairperson of the Board of Directors or any member of the Committee may call meetings of the Committee.
The Committee may form subcommittees composed of two or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.
A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.
The Committee shall have the authority to select, retain and/or replace or obtain advice of, as needed in its sole discretion, compensation and benefits consultants, independent legal counsel and any other adviser to advise the Committee. In that connection, in the event the Committee retains any such adviser, the Committee shall be directly responsible for compensation and oversight of the adviser and shall have the sole authority to approve such adviser’s fees and other retention terms. The Company shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to such adviser. Before selecting such an adviser, the Committee shall undertake an independence assessment prior to selecting the adviser that will provide advice to the Committee, taking into account such factors as may be required by the New York Stock Exchange from time to time.
The Committee shall:
Updated and adopted by the Board – December 2, 2020
Allegion believes in fundamental standards that support our commitment to our employees, our business partners, our customers, and our communities. We have, therefore, adopted this Global Human Rights Policy. Although many of the standards set forth in this Policy align with basic working conditions and human rights concepts advanced by international organizations such as the International Labor Organization and the United Nations, this policy represents Allegion’s own minimum standards for working conditions and human rights. While local laws or regulation may necessitate a different interpretation or application of this Policy, Allegion believes that the fundamental values set forth in this Policy should serve as our global minimum business standards.
Non Discrimination and Harassment
Allegion is an Equal Employment Opportunity Employer and will not discriminate based on race, sex, color, national origin, creed, religion, pregnancy, age, disability, military/veteran status, sexual orientation, genetic information, marital status, or any legally protected status. We are dedicated to fulfilling this policy as it relates to decisions regarding employment, promotion, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and benefits, and selections for training, including apprenticeship, as well as any other terms or conditions of employment. Success at Allegion is a direct reflection of our people and culture. In fact, we believe that our values-driven culture is a formidable competitive advantage — one we must foster and protect. We embrace and value the diverse backgrounds of all our employees and seek to create an atmosphere in which ideas can be expressed freely in an environment of mutual trust, honesty and respect. Bias, discrimination, or harassment based upon race, sex, color, national origin, creed, religion, pregnancy, age, disability veteran status, sexual orientation, genetic information, marital status, or any legally protected status must not be part of our business practices.
Freedom of Association, Work Environment, and Compensation
Allegion respects our employees’ right to individually decide to join or to refrain from joining any lawful organization. The Company is committed to complying with laws pertaining to freedom of association, consultation, and collective bargaining, and to promoting a work environment that fosters communication, productivity, and employee engagement. Allegion provides employees with compensation and benefits that are fair and equitable for the type of work performed and the local business market where the work is performed. Employees receive at least the minimum wage required by law and are provided benefits and overtime compensation compliant with applicable laws. Except in extraordinary circumstances, our employees work no more than the limits established by law. Employees receive full details regarding their pay and deductions for taxes, benefits, etc.
Protecting Employee Policy
Allegion is committed to providing privacy protection of employee data maintained by the Company. Employee data will be used for the sole purpose of supporting Company operations and providing employee benefits. Allegion has safeguards in place to ensure personal data is protected from unauthorized access and disclosure, including limiting access to such data only to those employees with a legitimate business purpose.
Prohibiting Forced Labor and Child Labor
At Allegion, the employment relationship must be voluntary, and the terms of employment must comply with applicable laws and regulations. The Company prohibits the employment of forced labor or child labor.
Promoting Safety, Health and Environment
Allegion is committed to providing employees with a safe and healthy work environment. We strive for continuous improvement in our products and processes to minimize waste and protect the environment.
Expectations for Our Suppliers
Allegion is committed to the highest standards of ethical and business conduct. Our relationships with our business partners, including our suppliers, vendors, consultants, and contract labor, are defined by contracts which are based on lawful and ethical practices. We request that our business partners adopt and enforce standards similar to those in this Policy.
Doing Business Globally
As a global company, Allegion’s business transactions cross many borders. Allegion is committed to engaging in reasonable due diligence and screening of customers and distributors to ensure compliance with laws that regulate international trade.
Promoting Enforcement of the Policy
Allegion believes that the ability to enforce a policy is as critical as the adoption of the policy. To promote the enforcement of this Policy, Allegion will inform employees of this Policy and encourages employees who believe this Policy has been violated to report the suspected violations through the Company’s Ethics Helpline. No retaliatory action will be tolerated against anyone who raises concerns about possible violations of this Policy.
The Code of Conduct of Allegion plc (the “Company”) provides that all employees and directors must disclose all potential conflicts of interest and promptly take actions to eliminate a conflict when the Company so requests. The rules of the Securities and Exchange Commission (“SEC”) further require disclosure of certain transactions between the Company or any of its subsidiaries and one or more Related Persons (as defined below), and disclosure of the Company’s policies and procedures for review of such transactions.
Purpose
The Board of Directors of the Company has adopted this written policy (the “Policy”) in order to establish a procedure for the review and approval or ratification of any Related Person Transactions (as defined below).
Definitions
1) any person who is, or was at any time since the beginning of the Company’s last fiscal year, an Executive Officer, director, or director nominee of the Company;
2) any person who, at the time of the occurrence or existence of the transaction at issue, is the beneficial owner of more than 5% of any class of the Company’s voting securities (a “5% Shareholder”); or
3) any person who is, or was, at any time since the beginning of the Company’s last fiscal year, an Immediate Family Member of any individual covered by 1) or 2) above.
Policy
All Related Person Transactions, and any material amendments or modifications to a Related Person Transaction, are prohibited unless approved or ratified by the disinterested members of the Corporate Governance and Nominating Committee (the “Committee”) in accordance with this Policy. A Related Person Transaction entered into without pre-approval of the Committee shall not be deemed to violate this Policy, or be invalid or unenforceable, as long as the transaction is brought to the Committee as promptly as reasonably practicable after it is entered into. Every Related Party Transaction to which the Company or any of its subsidiaries or affiliates is a party shall be deemed to include as a condition that it be approved in accordance with this Policy. Notwithstanding the foregoing, any employment relationship or transaction involving an Executive Officer and any related compensation must be approved by the Compensation Committee of the Board or recommended by the Compensation Committee to the Board for its approval.
Upon disclosure of a Related Person Transaction to management at any time by a director (including director nominee) or Executive Officer, management shall prepare a summary of such Related Person Transaction for approval or ratification at the next scheduled meeting of the Committee. In connection with the review and approval or ratification of a Related Person Transaction, management must disclose to the Committee:
In approving or ratifying a transaction, the Committee shall consider all of the relevant facts and circumstances and shall approve only those transactions that are in, or not inconsistent with, the best interests of the Company.
If the transaction involves a Related Person who is a director or an Immediate Family Member of a director, such director may not participate in the deliberation or vote respecting such approval or ratification.
In the event that Company management determines that it is impractical or undesirable to wait until a Committee meeting to consummate a transaction with a Related Person, the Chair of the Committee may review and approve the transaction in accordance with the criteria set forth herein and shall report any such approval to the Committee at its next meeting.
No approval or ratification of a transaction under this policy shall be deemed to supersede the requirements of the Company’s Code of Conduct as applied to any Related Person.
Review
The Committee shall review this Policy from time to time and recommend changes to the Board as appropriate.
Updated and Adopted on: February 6, 2020
