We are committed to conducting our business in accordance with corporate governance best practices. Our Board of Directors has adopted our Code of Ethics and Business Conduct Policy (the “Code of Ethics”) to ensure that our business is conducted in accordance with the highest moral, legal, and ethical standards by our officers, directors, and employees. Our Board of Directors has also adopted a set of Corporate Governance Guidelines (the “Guidelines”) to articulate our framework for establishing and maintaining good corporate governance.
Notable features of our corporate governance structure include the following:
- Our Board of Directors is not classified, with each of our directors subject to election annually, and we may not elect to be subject to the elective provision of the Maryland General Corporation Law (“MGCL”) that would classify our Board of Directors without stockholder approval.
- Stockholders have the ability to amend our bylaws by majority vote.
- As of March 1, 2023, nine out of ten of our directors were independent. Assuming all director nominees are elected at the Annual Meeting on May 4, 2023, eight out of nine of our directors will be deemed independent for 2023.
- Broadstone has a fully independent Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
- At least one of our directors qualifies as an “audit committee financial expert” as defined by the SEC.
- Currently, each of the members of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert” as defined by the SEC.
- We have opted out of the business combination and control share acquisition statutes in the MGCL.
- Broadstone does not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without (a) the approval of our stockholders, or (b) seeking ratification from our stockholders within 12 months of adoption of the plan if the Board of Directors determines, in the exercise of its duties under applicable law, that it is in our best interest to adopt a rights plan without the delay of seeking prior stockholder approval.
- The Nominating & Corporate Governance Committee mandates that all directors maintain a significant equity investment in the company, as a matter of policy.
All Governance documents may be viewed on our Investors page, here.