Corporate Governance Guidelines
The Board of Directors (the “Board”) of Equifax Inc. (the “Company”) is committed to maximizing shareholder value while supporting management in the business and operations of the Company, observing the highest ethical standards, and adhering to the laws of the jurisdictions within which the Company operates.
Consistent with its obligations to act in the best interests of shareholders, the Board has responsibility to Equifax’s customers, employees, and suppliers and to the communities where it operates―all of whom are essential to a profitable business. All of these responsibilities, however, are founded upon the successful perpetuation of the business.
Selection and Composition of the Board
1. Board Membership Criteria
The Governance Committee is responsible for developing and recommending to the Board criteria for selection of qualified directors, including criteria for the evaluation of nominees submitted by the shareholders. More specifically, the criteria to be considered shall include: the highest degree of integrity and ethical standards; independence from management; the ability to provide sound and informed judgment; a history of achievement that reflects superior standards; a willingness to commit sufficient time; and financial literacy. In addition, no member of the Board may sit on more than a total of four public company boards (including the Board of the Company); provided that, the CEO may not sit on more than a total of three public company boards (including the Board of the Company). Directors should inform the Chair of the Governance Committee in advance of accepting an invitation to serve on another public company board.
The Governance Committee will review with the Board, on an annual basis, the appropriate skills and characteristics required of Board members in the context of the current circumstances of the Board at that point in time. This assessment should include consideration of those factors deemed relevant by the Governance Committee and the Board such as issues relating to the Company’s board composition goals regarding gender, sexual orientation, age, racial and ethnic diversity, as well as each Board member’s educational and professional experience, skills (such as understanding of accounting, finance, markets, technologies, international operations, corporate governance, industry knowledge, cybersecurity and other disciplines relevant to the success of a large publicly traded company in today’s business environment) and other board commitments. An individual director’s background should be complementary to the Company’s needs.
Each director should have the capacity and desire to represent the balanced, best interests of the Company and the shareholders as a whole and not primarily a special interest group or constituent.
Each director should be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of his or her responsibilities as a director.
2. Selection and Orientation of New Directors
Subject to the requirements of applicable law, the Governance Committee is responsible for recommending to the Board a slate of directors for submission to shareholders at the Company’s annual meeting, and is also responsible for considering and making recommendations to the Board concerning any nominees for director submitted by the shareholders in accordance with the nomination procedures in the Bylaws and any other policies or procedures adopted by the Governance Committee or the Board in connection with shareholder nominations. Attached as Appendix A is the Company’s director resignation policy.
The Board shall be responsible for selecting director nominees and recommending them for election by the shareholders. Shareholders may submit nominees for consideration as set forth in the latest proxy statement. The Board delegates the screening process involved to the Governance Committee with direct input from the Chairman of the Board and the Chief Executive Officer.
The Governance Committee oversees the director orientation and continuing education activities of the Board. The Board and the Company have an orientation process for new directors that includes background materials, applicable Company policies and meetings with senior management and members of the Board. Continuing education opportunities for directors will be identified and directors are encouraged to participate in appropriate continuing education activities.
3. Extending the Invitation to a Potential Director to Join the Board
The invitation to join the Board should be extended by the Board itself through the Chair of the Governance Committee or the Chairman of the Board.
4. Selection of Chairman of the Board
The Board should be free to make the selection of Chairman of the Board in the best interests of the Company. Therefore, the Board does not have a policy on whether or not the role of the Chief Executive Officer and Chairman of the Board should be separate and, if it is to be separate, whether the Chairman of the Board should be selected from among independent directors.
5. Lead Independent Director
If the Chairman of the Board is not an independent director, then one of the independent directors will be named as the Lead Independent Director. In addition to presiding at the executive sessions of the independent directors described in Section 15 below, the Lead Independent Director’s powers and duties shall include:
- advising the Chairman of the Board of decisions reached, and suggestions made, at executive sessions;
- calling meetings of the independent directors;
- presiding at each Board meeting at which the Chairman of the Board is not present;
- reviewing and approving the Board agenda, materials and meeting schedules to assure that there is sufficient time for discussion of all agenda items;
- facilitating communication between the independent directors and the Chairman of the Board;
- meeting directly with management and non-management employees of the Company; and ;
- if requested by major shareholders, being available for consultation and direct communication;
The Lead Independent Director will be elected annually by majority vote of the independent directors after consultation with the Governance Committee. The Lead Independent Director shall have no greater obligations (fiduciary or otherwise) or liabilities than those of other directors by reason of serving as Lead Independent Director.
Board Composition and Performance
6. Size of the Board
The Board believes that the number of directors should not exceed a number that can function efficiently as a body. The Company’s Articles of Incorporation and Bylaws provide that the number of directors shall range from nine to twenty, and shall be fixed from within such range by the Board.
7. Independent Directors
On matters of corporate governance, the Board intends that decisions will be made by independent directors.
8. Access to Independent Advisors
In the course of fulfilling its duties, the Board shall have the authority to access Company resources, seek advice and assistance from outside consultants, legal counsel or other independent advisors as the Board, in its sole discretion, determines to be necessary or appropriate in carrying out its duties.
It is the policy of the Board that a substantial majority of its members will be independent directors. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company. Independent directors shall meet the independence requirements of the New York Stock Exchange rules (“NYSE rules”) and such other independence standards applicable to independent Board members as may be in effect from time to time under applicable laws, rules or regulations.
The Board has established guidelines (attached as Appendix B hereto) to assist it in determining director independence, which conform to or are more exacting than the independence requirements of the NYSE rules. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation.
The Governance Committee and Board will monitor and review director independence, and the Board will make and publicly disclose its independence determination for each director when the director is first elected to the Board and annually thereafter for all nominees for election as director. If the Board determines that a director who satisfies the NYSE rules is independent even though he or she does not satisfy all of the Company’s independence guidelines, this determination will be disclosed and explained in the next proxy statement. Each director shall notify the Board of any change in circumstances that may put his or her independence at issue. If so notified, the Board will reevaluate, as promptly as practicable thereafter, such director’s independence.
Members of the Audit Committee and the Compensation, Human Resources & Management Succession Committee shall additionally meet the independence criteria applicable to them under Rule 10A-3 and Rule 10C-1 of the Securities Exchange Act of 1934. The Board also believes that each member of the Compensation, Human Resources & Management Succession Committee should meet the criteria for being a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934.
10. Former Chief Executive Officer’s Board Membership
The Board believes the decision of whether the former Chief Executive Officer should serve as a director is a matter to be decided on individual circumstances. When the Chief Executive Officer resigns or is terminated from that position, he or she is required to submit his or her resignation from the Board at the same time. Whether the individual continues to serve on the Board is a matter for determination by the Board.
11. Directors Who Change Their Present Job Responsibility
The Board believes that individual directors who significantly change the responsibility they held when they were elected to the Board should submit a letter of resignation, in the form provided by the Office of Corporate Secretary, to the Chairman of the Board and the Chair of the Governance Committee.
The Board, however, does not believe that directors who change the position they held when they came on the Board should leave the Board in every instance. At the request of the Governance Committee, and if ratified by the Board, a director may continue to serve after a change of employer or job responsibilities or other relationships if the Governance Committee and Board determine that the continued service of the director on the Board would be of benefit to the Company.
12. Term Limits
The Board has not established term limits for director service. As an alternative to term limits, the Governance Committee, in conjunction with the Chief Executive Officer and the Chairman of the Board, reviews each director’s contribution to the Board annually. This process also allows each director the opportunity to confirm his or her desire to continue as a member of the Board.
The Board believes that the current retirement age of 72 is appropriate. Subject to the following paragraph, a director will not be elected or re-elected to the Board after his or her 72nd birthday and shall serve until his or her current term has expired.
At the request of the Governance Committee, and if ratified by the Board, a director may continue to serve after his or her mandatory retirement date if the Governance Committee and Board determine that the continued service of the director on the Board would be of benefit to the Company.
14. Board Compensation Review; Director Stock Ownership Guidelines
The Governance Committee will annually review the status of Board compensation in relation to comparable U.S. public companies based on such benchmarking data as they deem appropriate, and make recommendations to the Board for approval of any changes in Board compensation. To create a direct linkage with corporate performance, the Board believes that equity in the Company should constitute a meaningful portion of a director’s overall compensation. Directors are expected to own Company stock, the value of which is at least five times the annual Board cash retainer, by the fifth anniversary of the date the director was first elected to the Board.
Changes in Board compensation, if any, will be approved by the Board based upon the recommendation of the Governance Committee.
15. Executive Sessions of Independent Directors
The independent directors of the Board will meet without management present at each regularly scheduled meeting of the Board and such executive sessions will be convened and chaired by the Chairman of the Board or Lead Independent Director (as the case may be). If one or more independent directors are not also independent directors, the independent directors shall meet in executive session at least annually in addition to any sessions of the independent directors.
16. Assessing the Board’s Performance
The Governance Committee is responsible to report annually to the Board an assessment of the Board’s performance. This assessment should be of the Board’s contribution as a whole and specifically review areas in which the Board and/or the management contribution may be improved. Its purpose is to increase the overall effectiveness of the Board and its Committees.
17. Board’s Interaction with Investors, Press, Customers, etc.
The Chairman of the Board and the Chief Executive Officer are responsible for establishing effective communications with the Company’s stakeholder groups, i.e., shareholders, customers, Company associates, communities, suppliers, creditors, governments, and corporate partners. It is the policy of the Board that management generally speaks for the Company. This policy does not preclude independent directors, including the Non-Executive Chairman of the Board or Lead Independent Director (as the case may be) and Committee Chairs, from meeting or otherwise communicating with the Company’s shareholders and other stakeholder groups as appropriate. Where comments from the Board are appropriate, they will normally come from the Chairman of the Board.
The Board believes that it is important for directors to make themselves available to the Company’s stakeholders by attendance at each Annual Meeting of Shareholders.
Shareholders and other interested parties interested in communicating directly with Board members may do so by writing to them in care of the Corporate Secretary, Equifax Inc., 1550 Peachtree Street, N.W., Atlanta, Georgia 30309. Correspondence will be forwarded as directed by the shareholder. The Company may first review such communications and screen out solicitations for goods and services and similar inappropriate communications unrelated to the Company or its business. All concerns related to audit or accounting matters will be referred to the Audit Committee.
Board Relationship to Management
18. Board Access to Management
Board members shall have complete access to Company management and employees. Board members will ensure, in their judgment, that contact is not distracting to the business operations of the Company. Furthermore, the Board encourages management to, from time to time, bring employees into Board meetings who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas, and/or (b) represent employees with future potential that the senior management believes should be given exposure to the Board.
19. Board Meetings – Scheduling and Attendance
The Chairman of the Board is responsible for scheduling meetings of the Board. Meetings may be scheduled as in-person or telephone meetings. The Board and Committees may also act by unanimous written consent. Directors are responsible for attendance, either in-person or telephonically, at all meetings of the Board and Committees on which they serve.
20. Selection of Agenda Items for Board Meetings
The Chairman of the Board and the Chief Executive Officer will establish the agenda for each Board meeting. If the Chief Executive Officer is the Chairman of the Board, the Lead Independent Director will review and approve the Board agenda. Each Board member may suggest the inclusion of item(s) on the agenda.
21. Board Materials Distributed in Advance
The Board believes that information and data that is important to the Board’s understanding of the business should generally be distributed in writing to the Board before the Board meets. As a general rule, presentations on specific subjects should be sent to the Board members in advance so that Board meeting time may be conserved and discussion time focused on questions that the Board has about the material.
22. Number, Structure and Independence of Committees
The Governance Committee has the responsibility to recommend to the Board which Committees to form, and the composition and responsibilities of such Committees. The current standing Committees are: Audit; Executive; Compensation, Human Resources & Management Succession; Governance; and Technology. Committee membership, with the exception of the Executive Committee, must consist solely of independent directors.
23. Assignment and Rotation of Committee Members
The Governance Committee is responsible, after consultation with the Chairman of the Board and the Chief Executive Officer, and with consideration of the skills and desires of individual Board members, for recommending to the Board the assignment of Board members to various Committees.
The Board believes that consideration should be given to rotating Committee members and Committee chairs periodically, but the Board does not mandate a policy of such rotation since there may be reasons to maintain an individual director’s committee membership or committee chair for a longer period.
24. Frequency and Length of Committee Meetings
Each Committee chair, in consultation with the other Committee members and in accordance with its respective Committee charter, will determine the frequency and length of Committee meetings.
25. Committee Agendas
Each Committee chair, in consultation with the other Committee members and management, will develop and approve their respective Committee agendas.
26. Annual Evaluation of the Chief Executive Officer
The independent members of the Board are responsible for evaluating the performance of the Chief Executive Officer on an annual basis. This evaluation should be based on: (a) objective criteria including the Chief Executive Officer’s performance against his or her annual objectives; (b) the performance of the business; and (c) other factors the independent directors may deem appropriate and relevant. The Non-Executive Chairman of the Board or Lead Independent Director (as the case may be) will lead the evaluation process and communicate the results to the Chief Executive Officer. The evaluation will be used by the Compensation, Human Resources & Management Succession Committee in the course of its consideration of the compensation of the Chief Executive Officer.
27. Succession Planning
The Chair of the Compensation, Human Resources & Management Succession Committee will report annually to the independent members of the Board on succession planning. There shall also be available to the Non-Executive Chairman of the Board or Lead Independent Director (as the case may be), on a continuing basis, the Chief Executive Officer’s recommendation as to a successor in the event he or she is unexpectedly rendered unable to perform the duties of such office, along with a review of any development plans recommended for such individual.
28. Management Development
The Chief Executive Officer will report annually to the Board concerning the Company’s program for management development. This report should be given to the Board at the same time as the succession planning report noted above.
29. Code of Ethics and Compliance Programs; Confidentiality
Directors are required to act at all times in accordance with the requirements of the Company’s Code of Ethics and Business Conduct and compliance programs, including its insider trading policy. The Audit Committee annually reviews and oversees compliance with the Company’s ethics and compliance programs.
The proceedings and deliberations of the Board and its committees shall be confidential. Each director shall maintain the confidentiality of information received in connection with his or her service as a director.
30. Reliance on Management and Outside Advice
In performing its functions, the Board shall be entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors. The Board shall have the authority to select, retain, terminate and approve the fees and other retention terms of its outside advisors.
Last Revised February 4, 2021
Director Resignation Policy
This document describes the policy of the Board of Directors (the “Board”) of Equifax Inc. (the “Company”) with respect to certain situations in which an incumbent director standing for re-election by the Company’s shareholders does not receive a majority affirmative vote of the shares voting on his or her re-election.
2.1. “Incumbent Director” means an incumbent director standing for re-election by the Company’s shareholders.
2.2. “Majority Affirmative Vote” means that, in an election in which a quorum is present, the number of votes cast “for” the re-election of an Incumbent Director is greater than the number of votes cast “against” the re-election of the Incumbent Director.
2.3. “Governance Committee” means the Governance Committee of the Board.
2.4. “Tendered Resignation” means a resignation tendered by an Incumbent Director pursuant to this policy.
2.5. “Uncontested Election” means an election of directors by the Company’s shareholders for which, as of a date that is ten (10) days in advance of the date that the Company files its definitive proxy statement with the Securities and Exchange Commission with respect to such election (regardless of whether such proxy statement is thereafter revised or supplemented), the number of nominees is less than or equal to the number of directors to be elected.
3. Action by Incumbent Director
3.1. An Incumbent Director who does not receive a Majority Affirmative Vote in an Uncontested Election shall promptly tender his or her resignation from the Board and from those Board committees on which the Incumbent Director serve.
3.2. For the avoidance of doubt, this policy is applicable only in the case of an Uncontested Election.
3.3. Any Incumbent Director who tenders his or her resignation pursuant to this policy shall not participate in the Governance Committee’s or the Board’s consideration of:
3.3.1. His or her Tendered Resignation; or
3.3.2. Except as provided in Section 7 (Tendered Resignation by Majority) below, in the consideration of the resignation of any other director tendered pursuant to this policy in connection with the same election of directors in which the Incumbent Director did not receive a Majority Affirmative Vote.
3.4. An Incumbent Director may provide the Governance Committee and/or the Board with any information that he or she deems relevant to the consideration of his or her Tendered Resignation.
4. Recommendation by Governance Committee
4.1. The Governance Committee shall consider the Tendered Resignation and, no later than sixty (60) days following the shareholders’ meeting at which the Incumbent Director did not receive a Majority Affirmative Vote, shall recommend to the Board the action or actions to be taken with respect to the Tendered Resignation.
4.2. The Governance Committee may recommend, among other things, that the Board:
4.2.1. Accept the Tendered Resignation
4.2.2. Delay acceptance of the Tendered Resignation for a reasonable period of time sufficient to recruit and elect a new director.
4.2.3. Reject the Tendered Resignation but address the underlying reasons for the failure of the Incumbent Director to receive a Majority Affirmative Vote; or
4.2.4. Reject the Tendered Resignation without further action.
4.3. If the Governance Committee recommends that the Board accept the Tendered Resignation, the Governance Committee shall also recommend to the Board whether to fill the vacancy resulting from the resignation or to reduce the size of the Board.
4.4. In considering a Tendered Resignation, the Governance Committee may consider those factors it deems relevant to its recommendation, including but not limited to the following:
4.4.1. The underlying reasons for the failure of the Incumbent Director to receive a Majority Affirmative Vote;
4.4.2. The tenure and qualifications of the Incumbent Director;
4.4.3. The Incumbent Director’s past and expected future contributions to the Board;
4.4.4. The other policies of the Board; and
4.4.5. The overall composition of the Board, including whether accepting the Tendered Resignation would cause the Company to fail to meet the requirements of any law, regulation, or rule, including but not limited to the regulations of the Securities and Exchange Commission or the rules of any exchange on which the Company’s shares are listed or traded.
5. Action by Board
5.1. The Board shall act on the recommendation of the Governance Committee no later than ninety (90)days following the shareholders’ meeting at which the Incumbent Director did not receive a Majority Affirmative Vote.
5.2. In considering the Governance Committee’s recommendation, the Board may consider those factors considered by the Governance Committee, as well as any other factors that the Board deems to be relevant.
6. Summary; Public Announcement
6.1. This policy will be summarized or included in each proxy statement relating to the election of directors of the Company.
6.2. Following the Board’s decision, the Company will promptly publicly announce the Board’s decision. The announcement shall include an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the Tendered Resignation.
7. Tendered Resignation by Majority
If, in any Uncontested Election, a majority of the members of the Governance Committee are required to tender their resignation pursuant to this policy, then:
7.1. If the number of independent directors who are not required to tender their resignation in connection with the Uncontested Election is three or more, the Board shall appoint a committee, which shall be comprised of at least three independent directors who are not required to tender their resignation as selected by the independent directors who are not required to tender their resignation, for the purpose of considering the Tendered Resignations in accordance with this policy;
7.2. If the number of independent directors who are not required to tender their resignation in connection with the Uncontested Election is less than three, the Board shall appoint a committee, which shall be comprised of all independent directors, regardless of whether they are required to tender their resignation, for the purpose of considering the Tendered Resignations in accordance with this policy, provided that each independent director required to tender his or her resignation shall recuse himself or herself from consideration of his or her Tendered Resignation. The committee shall make the recommendation contemplated to be made by the Governance Committee to the Board under this policy.
APPENDIX B TO EQUIFAX INC.
GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES
Guidelines for Determining the Independence of Directors
The Board of Directors of Equifax Inc. (“Equifax”) believes that a majority of its members should be independent directors. The Board annually reviews all commercial and charitable relationships that directors may have with Equifax to determine whether our directors are, in fact, independent. To assist it in determining director independence, the Board has established the following guidelines that are consistent with the current listing standards of the New York Stock Exchange:
- A director will not be considered independent if, within the preceding three years,
- the director was an employee of, or an immediate family member of the director was an executive officer of, Equifax;
- the director, or an immediate family member of the director, has received during any 12-month period more than $120,000 in direct compensation from Equifax, other than director and committee fees and pension or other forms of deferred compensation for prior service to Equifax (provided such compensation is not contingent in any way on continued service);
- the director, or an immediate family member of the director, is or was employed as an executive officer of another company where any of Equifax’s present executive officers at the same time serves or served on that company’s Compensation Committee; or
- the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Equifax for property or services in an amount which exceeds or exceeded the greater of $1 million, or 2% of such other company’s consolidated gross revenues.
- A director will not be considered independent if (i) the director is a current partner or employee of the firm that is Equifax’s internal or external auditor; (ii) the director has an immediate family member who is a current partner of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm and personally works on Equifax’s audit; or (iv) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on Equifax’s audit within that time.
- The following commercial or charitable relationships will not, by themselves, impair a director’s independence:
- a director is an executive officer of another company which is indebted to Equifax, or to which Equifax is indebted, and the total amount of either company’s indebtedness to the other is less than two percent of the total consolidated assets of the company he or she serves as an executive officer;
- - a director serves as an officer, director or trustee of a charitable organization and the charitable contributions of Equifax or the Equifax Foundation to such organization are less than the greater of (i) $100,000 or (ii) two percent of the organization’s total annual charitable receipts (Equifax or Equifax Foundation automatic matching of employee charitable contributions will not be included in the amount of Equifax or Equifax Foundation contributions for this purpose); and
- a director is an executive officer of another company that does business with Equifax and the annual revenue derived from that business by either company accounts for less than (i) $1,000,000 or (ii) two percent, whichever is greater, of the consolidated gross revenues of such company.
- For relationships not covered by these guidelines, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, shall be made by the directors who satisfy the independence guidelines set forth above. Equifax will explain in its proxy statement the basis for any determination by the Board that a relationship is not material if the relationship does not satisfy one of the specific categories of immaterial relationships identified above.
- Audit Committee members may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from us (other than director fees and pension or other deferred compensation for prior service to Equifax.
- Compensation, Human Resources & Management Succession Committee members must be independent in accordance with Section 952 of the Dodd-Frank Act and applicable NYSE listing requirements which require, among other things, a determination as to the source of compensation of the member, including any consulting, advisory or other compensatory fee paid by Equifax, whether the member is affiliated with Equifax, a subsidiary of Equifax or an affiliate.