CULTURE, COMMUNITY AND
RESPONSIBILITY
A core mission of the Company’s employees,
executive leadership and Directors is active engagement with not only the
Company’s customers, but the civic institutions, non-profits, schools and other
organizations that comprise the communities where we live and work. As an
organization that is community based, we are committed to supporting
volunteerism, implementing environmentally sound practices, working with small
businesses, and serving the broad financial service needs of the communities in
our geographic markets. We are proud of the industry recognition we continue to
receive, including being named in 2023 as the 6th Most Trustworthy Company in
America by Newsweek Magazine and in 2024 as one of America’s Best Banks and one
of the World’s Best Banks by Forbes Magazine. In addition, we recognize that
the development and support of the Company’s human capital is an essential
element of the Company’s success. We continue to refine our corporate
responsibility strategy to align with our business and the evolution of
important topics across the banking industry.
Recent highlights of the Company’s commitment to
corporate social responsibility and support of our communities and employees
include:
Human Capital Initiatives
• The
Company continued to support its Culture and Diversity Strategic Pillars to
deepen the appreciation of each other’s unique contributions to the Company
while creating improved individual wellbeing and organizational results.
• The
Company continued to leverage the ‘‘MyVoice’’ program, a Company-wide program
to enhance employee satisfaction and engagement by conducting engagement
surveys to give employees a voice to provide input and drive action. In 2024,
the Company also enhanced its performance management review process to provide
ongoing and more frequent feedback in order to achieve higher performance,
engagement and commitment to improve outcomes and productivity.
• The
Company developed future leaders through its leadership programs to strengthen
our succession and leadership capabilities, as well as reinforce our commitment
to promote from within. Over 138 leaders participated in these programs in
2024.
• In 2024,
the Company’s CEO initiated employee townhall meetings to enhance communication
and transparency relative to the Company’s strategy and priorities. The Company
plans to offer these townhalls twice a year with a focus on various topics and
an open question and answer session.
Supporting our Communities
• In 2024,
the Company’s management, with input from the Company’s Director of Community
and Corporate Relations, developed charitable giving priorities for the Company
and its subsidiaries with the goal of maximizing the Company’s impact on the
communities where our customers and employees live.
• In 2024,
the Company donated more than $3.9 million to over 2,200 charitable
organizations in the Company’s footprint.
• Our
employees volunteered 17,800 hours of their time to over 900 non-profit
organizations in 2024, including those dedicated to underserved and
disadvantaged communities.
• In 2024,
the Company announced the Volunteer Time Off Program that allows for eligible
employees to take up to 16 hours of paid time off to volunteer their time.
• Since
2023, the Bank has hired five Community Lending Specialists in the Albany,
Buffalo, Rochester, Syracuse, and Utica markets. In 2024, the Bank originated
$145.6 million in mortgage loans to low-to-moderate income households.
• In 2024,
the Bank was recognized by the American Bankers Association with the Community
Commitment Award for its extraordinary commitment to volunteerism.
• In 2024,
the Company pledged $150,000 to the CenterState CEO’s Tech Garden, the premier
technology incubator in the Central New York region, with the mission to
support small start-up businesses in our community.
• The Bank
offers financial literacy programs geared towards students and adults,
including programs offered in elementary and high schools and, in collaboration
with our community partners, programs focused on adults in lower and moderate
income communities.
• The
Company continues to participate in the Upstate Minority Economic Alliance, the
only Minority Chamber of Commerce in the Upstate New York Region.
Environmental Sustainability Initiative
• The
Company’s Corporate Responsibility Committee, led by the Senior Vice President
of Risk Management and consisting of members of the Company’s and Bank’s
management team, continued to identify projects and initiatives, as
appropriate, that support a healthier, more sustainable future for our
stakeholders including our investors, employees, customers, and communities we
serve.
• The
Company invested $10,000,000 in a solar tax equity fund to participate in
regionally-based small- to mid-size solar projects primarily designed to
promote public welfare, including the welfare of low- and moderate-income
communities or families.
Corporate Responsibility
The
Company recognizes the importance of corporate responsibility and continues to
refine our corporate responsibility strategy, including environmental, social
and human capital, and governance initiatives, in alignment with our
businesses. We understand that a thoughtful, coordinated approach to our
corporate responsibility obligations will support a healthier, more sustainable
future for our stakeholders including our investors, employees, customers and
communities we serve. We expect to build upon our core values as a community
financial institution and our core mission of serving the financial needs of
our communities. We expect our corporate responsibility strategy will align
with the nature and scale of our business in respecting the environment and the
evolution of corporate responsibility principles in our industry.
Since
2023, the Company’s Corporate Responsibility Committee, comprised of key
members of the Company’s and Bank’s management team has spearheaded the
Company’s corporate responsibility efforts, including formulating ways to
advance the Company’s corporate responsibility goals across the enterprise.
Some of our specific efforts and commitments regarding our environment, our
people and our community for 2024 and 2025 are summarized below.
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Our Environment
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Our People
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Our Community
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• Invested $10,000,000 in a solar tax equity fund to
participate in regionally-based small- to mid-size solar projects primarily
designed to promote public welfare, including the welfare of low and
moderate-income communities or families.
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• In 2024, the CEO launched employee townhall
meetings to enhance communication and transparency into the Company’s
strategy and priorities.
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• In 2024, the Bank was awarded the Community
Commitment Award by the American Bankers Association Foundation in
recognition of the Bank’s extraordinary efforts in volunteerism.
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• Responsible waste management and recycling
practices including recycling of over 22,500 pounds of electronic equipment.
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• The Culture and Diversity Council continued to
engage across the Company to foster a culture of diversity and inclusion. Ms.
MacPherson is the Board’s liaison to the Council and her role demonstrates
the Board’s commitment to the oversight of human capital management.
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• We contributed over $3.9 million to 2,200
charities and our employees volunteered over 17,800 hours to approximately
900 organizations in our footprint during 2024. In 2024, the Company
announced the Volunteer Time Off Program that allows for eligible employees
to take up to 16 hours of paid time off to volunteer their time.
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• Incorporated energy efficiencies into the
renovation of the Company’s new DeWitt, New York headquarters and the new de
novo branches that opened in 2024 and are scheduled for 2025.
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• Developed future leaders through the Company’s
leadership programs to strengthen our succession and leadership capabilities,
as well as reinforce our commitment to promote from within. Over 138 leaders
participated in these programs in 2024.
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• In 2024, the Company pledged $150,000 to the
CenterState CEO’s Tech Garden, the premier technology incubator in the
Central New York region, with the mission to support local start-up
businesses.
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• Provided $21 million in commercial credit
facilities that financed projects incorporating elements of solar or energy
efficient technology in 2024.
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• Continued to leverage the Companywide employee
engagement survey and program called ‘‘MyVoice.’’ Employee engagement is an
important part of our human capital focus and this program helps facilitate
our progress.
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• Since 2023, the Bank has hired five Community
Lending Specialists in the Albany, Buffalo, Rochester, Syracuse, and Utica
markets. The Bank has also provided a special purpose credit product in
Buffalo, Rochester, and Syracuse New York to allow minority and
low-to-moderate income areas to obtain residential mortgages on favorable
terms. These efforts and programs have resulted in $145.6 million of mortgage
loans to low-to-moderate income households in 2024. In 2025, the Bank will
also offer similar programs in other communities.
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COMMITMENT
TO OUR PEOPLE - HUMAN CAPITAL INITIATIVES
We recognize that our people are essential to our success and are
committed to supporting the development and well-being of each individual in a
collaborative and inclusive environment.
Commitment to Our Core Values. The Company continues to
commit to our set of core values to guide our employees and exemplify our
commitment to each other, our customers, our Shareholders, and the communities
we serve:
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Core values by which we act:
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Integrity
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We do the right thing.
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Excellence
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We always bring our best.
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Teamwork
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We work together.
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Humility
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We respect everyone.
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These core values represent the Company’s focus
on people – our customers, our communities, our Shareholders and each other and
serve as the foundation that supports and drives the corporate responsibility
initiatives below.
Commitment to Culture and Diversity. The Company is committed to
fostering a diverse and inclusive environment. In 2024, we implemented the
Culture and Diversity Pillars set forth below to support our commitment to
knowing, respecting and leveraging each person’s unique ethnic and cultural
background. Using these strategic pillars as a foundational guide, we embrace
and respect differences among our employees, customers and directors including
age, race ethnicity, disability, gender identity, national origin, gender, religion,
sexual orientation, and veteran status.
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Culture and Diversity Strategic
Pillars
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Strategic Pillar
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2024 Strategic Initiative that Advanced the Pillar
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Culture
The Company strives to establish a culture that prioritizes
employees’ well-being and fosters inclusivity and growth, where employees
feel safe to share ideas, receive support, and take risks without fear of
judgment or retaliation.
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In 2024, our Culture and Diversity Council members continued to
meet regularly and conduct outreach across our businesses and employees to
foster a culture of diversity and inclusiveness.
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Recruitment
The Company strives to embed inclusion and diversity into hiring
practices in order to build a positive reputation internally and externally
by increasing shared responsibility and accountability into recruitment and
selection processes.
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In 2024, the Company continued to engage in partnership
opportunities focused on ensuring a larger pool of diverse candidates for
open roles. The Company provided resources in support of employment
opportunities for Military and Veteran Military Families. The Company also
continued its partnership with OutSolve and Circa, two of our resources that
help identify a more diverse slate of candidates for employment. The Company
identifies and participates in recruitment events focused on diversity,
including those events for individuals with disabilities, veterans and other
diverse candidates. These efforts allow us to select and hire the very best
and qualified candidate from a broader pool of talent.
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Learning
(Education/Awareness)
The Company strives to generate opportunities to learn about
culture and diversity in order to elevate our individual and collective
awareness.
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Ongoing communication and education that highlights cultural and
historical achievements as a way of building knowledge and awareness of the
vast diversity of experience and background that our workforce has and that
contributes to our overall success.
In 2025, the Company will implement a new training program to
support managers in making better and more inclusive hiring decisions.
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Policy
& Practices
The Company strives to adopt best practices and policies to
develop creative inclusive experiences.
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The Company’s commitment to an inclusive workplace is set forth
in our written practices, operational policies, recruitment and hiring
processes, compensation and benefit offerings, and employee development
opportunities. Through these formal documents, we have established a tangible
foundation that creates an inclusive environment where our employees are
celebrated for their differences and, as a result, feel encouraged to give
their all to their work. In 2024, the Company adopted the Volunteer Time Off
Program that allows for eligible employees to take up to 16 hours of paid time
off to volunteer their time.
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Click here to see more about our Culture.
Alignment of Management Incentive Objectives
with Goals. The Compensation Committee is responsible for the oversight of the
Company’s human capital management, including regular review of culture and
diversity initiatives, succession planning, and talent development programs. In
order to demonstrate the Board’s commitment to corporate responsibility, human
capital initiatives continue to be a goal set forth in the Company’s 2024 and
2025 Management Incentive Plans.
Commitment to Employee Engagement –
Implementing “MyVoice Program”. The Company is committed to
creating a top tier workplace filled with highly satisfied and engaged
employees. The Company believes that open and honest communication among
employees, managers and executive leadership fosters an open and collaborative
work environment where everyone can participate, develop, and thrive. The
Company continues to frequently engage with its employees, through periodic
surveys, to maintain open communication channels. In January 2024, the survey
results were reviewed with business unit leaders, managers, and employees. As a
follow-up to this company-wide survey, in August 2024, the Company launched a
short 3-question ‘‘pulse’’ survey (Accountability Index), to evaluate the
progress of the on-going action plans and continue to drive progress. As
leaders across the organization remain engaged, the MyVoice initiative
contributes to achieving higher performance, engagement, and commitment to
improve outcomes and productivity.
In 2025, the Company will continue its
commitment to strengthen employee engagement with the MyVoice initiative
launching another company-wide survey in April. The Company will encourage the
network of Engagement Champions appointed from all of our business areas to
provide the necessary support to our leaders and managers to ensure that the
MyVoice efforts reap the intended benefits.
Commitment to Fair Play. The Company’s compensation
philosophy includes elements that reinforce our core values, reward our
employees for their achievement and maximize continued performance with long
term retention. We employ various benchmarking measures to ensure our employees
are paid fairly based on their job and performance. In 2024, we conducted
targeted workforce planning sessions across all of our business areas to ensure
market competitive pay for our employees and to support our commitment to the
professional development of our employees. In further commitment to pay
transparency and fair pay, the Company includes the minimum and maximum annual
salary or hourly pay range when advertising a job, promotion, or transfer
opportunity in all internal and external job postings regardless of the state
or location of the position.
Commitment to Talent Management and Employee
Development. The Company offers a wide range of learning and development
programs, both internally and externally, that support the Company’s talent
development initiatives, and foster a growth-oriented work environment. The
Company continues to partner with various educational institutions to offer
reduced tuition for academic programs and certifications in order to enable our
employees to pursue these opportunities to expand their skills and provides a
tuition reimbursement program for employees who wish to further their education
with college courses.
In 2024, the Company continued its performance
management review process to provide enhanced tools and encourage ongoing and
more frequent feedback. These dialogues are intended to achieve higher
performance, engagement and commitment to improve outcomes and productivity.
Leadership and Professional Development Opportunities and Review
Process. The Company offers leadership and professional development
opportunities to develop its employees and strengthen its leadership pipeline,
improving employee engagement, workforce effectiveness, and organizational
leadership. Various growth focused learning programs include: 1:1 coaching
sessions to leverage individual strengths and address behavioral competencies;
career path roadmaps aligned with career goals/progression; and a cloud-based
E-Learning platform to increase efficiency and effectiveness. In 2024, 138
leaders participated in 14 professional and leadership development workshops.
Commitment to Employee Health & Wellbeing. The Company is
committed to supporting its employees’ health and wellbeing by providing a
variety of health and welfare benefits as well as a holistic wellbeing program
that offers tools and resources related to physical, emotional, social and
financial wellbeing. In addition, there are financial incentives for
participating in the wellbeing program. In 2024, through this program, the
Company provided $783,850 in discounts on employee medical plan premiums.
In 2024, for the first time, the Company was recognized by the
American Heart Association for its commitment to promoting and sustaining a
healthy work culture that empowers all employees to reach their full potential
and received the Silver Award for the AHA’s 2024 Well-being Works Better
Scorecard.
Click
here to see more information about our “Work Happy” Mission and
our commitment to our employees by providing the highest level of employee
support, whether through our benefits, our professional development or our
challenging but rewarding professional experiences.
COMMITMENT
TO OUR COMMUNITY AND THE ENVIRONMENT
We continue to refine our corporate
responsibility strategy and look for opportunities to integrate sustainability
and corporate responsibility into our business practices with the intent to
deliver community focused products and services while creating long-term
sustainable value for all of our stakeholders. Set forth below are some of the
environmental and community initiatives we focused on in 2024 and early 2025:
Corporate Responsibility Committee. In 2024, the Corporate
Responsibility Committee identified and executed on select corporate
responsibility initiatives, including but not limited to, exploring ways to
include energy efficient technology into new building projects, and encouraging
the development of back office projects designed to reduce the use of paper and
other resources.
Commitment to Helping Others. In 2024, the Company’s
Director of Community and Corporate Relations collaborated with the Company’s
senior management to develop charitable giving priorities for the Company and
its subsidiaries with the goal of maximizing the Company’s impact on the
communities where our customers and employees live. The Company’s charitable
giving is focused on supporting the following initiatives: basic needs (such as
food security, shelter, and heat); health organizations; education (with a
focus on financial literacy, mentoring, building future skills with youth, and
workforce/community development; environment, sustainability and conservation;
community pride and culture; and emergency response and disaster preparedness.
We remain committed to strengthening the
communities we serve through encouraging employee volunteerism and corporate
engagement with a focus on serving those who are underserved in the local communities
where we do business. We do this through financial support, in-kind donations,
community engagement, and volunteer service. In 2024, the Company announced the
Volunteer Time Off Program that allows for eligible employees to take up to 16
hours of paid time off to volunteer their time. Our employees gave generously
of their time and expertise by donating over 17,800 volunteer hours during
2024. They actively participated in over 900 causes and organizations, with
employees serving on the boards and committees of over 275 community charities
and organizations and supporting these organization in other ways. In
recognition for its commitment to volunteerism, the Bank was awarded the
Community Commitment Award by the American Bankers Association Foundation,
which recognizes banks across the nation for extraordinary acts of service to
support the people in their communities and grow their local economies.
In addition to encouraging our employees to
donate their time and talents, the Company made over $3.9 million in donations,
grants and sponsorships in the communities where the Company operates during
2024. For 2025, the Company also initiated a matching gift program to support
charitable causes supported by our employees within their communities.
The Bank also offers programs that supports its
customers and neighbors. For example, in response to various natural disasters
that impact our communities, the Bank from time to time offers disaster relief
programs to assist customers with repairing property, cleaning up, and getting
back on their feet. In 2024, when flooding disasters impacted communities in
Vermont and New York, the Company provided recovery assistance in several
important forms to businesses and people within those communities.
Click here to see more
information about our Community Involvement initiatives and our most recent
Community Report.
Commitment to Community-Focused Mortgage
Banking. For more than 150 years, the Bank has focused on serving the
financial needs of its customers. The Bank offers several lending programs
sponsored by local, state, and federal agencies designed to encourage first
time home ownership, affordable home mortgages for those in lower and
moderate-income groups, and mortgages for those living in rural areas that
would not be eligible for traditional mortgage products. The Bank ensures its
mortgage marketing efforts extend to those who live in economically
disadvantaged areas within its geographic communities. In addition, the Bank
offers mortgages with up to 90% loan-to-value ratios without the requirement of
mortgage insurance (typically required in loan-to-value ratios over 80%), and a
‘‘No Closing Cost’’ mortgage product that facilitates the ability of borrowers
to attain home ownership with a product that provides for the Bank to absorb
mortgage related closing costs, such as filing fees, bank legal fees,
appraisal, application, and underwriting/processing fees, provided that the
borrower does not prepay the mortgage within three years of the closing. The
Bank also provides community development lending products such as Veteran
Administration mortgages to create a broader pool of borrowers and help make
home ownership possible for borrowers who may not qualify for traditional
mortgages.
Commitment to Underrepresented Communities and
Low and Moderate Income Households. Since 2023, the Bank has hired five
Community Lending Specialists in the Albany, Buffalo, Rochester, Syracuse, and
Utica markets. These Specialists are responsible for ensuring the Bank meets
the residential real estate and business banking credit needs in their
communities, specifically in underserved low-and moderate-income households and
majority minority geographies.
During 2024, the Bank made $145.6 million of
mortgage loans to low-and moderate-income households in order to enable
sustainable homeownership which is a major vehicle for building wealth and
economic opportunity. In addition, the Bank offered a special purpose credit
product to underrepresented communities, including borrowers in minority and
low-to-moderate income areas in Buffalo, Rochester, and Syracuse, New York that
assisted 173 customers in 2024 to obtain residential mortgages on favorable
terms and will again offer the program in 2025 and implement similar programs
in other communities. In addition, the Bank opened a new branch in downtown
Syracuse in 2024 and downtown Buffalo in 2025.
Financial Literacy Programs. The Bank’s staff
provides financial literacy programs within its footprint to adults and
children in both classrooms and with non-profit organizations that focus on
low-to-moderate income communities on topics ranging from making spending decisions
to budgeting and the importance of savings with the goal of promoting financial
literacy and access to financial services and products. In 2024, the Bank
increased its efforts to provide financial literacy to first time homebuyers in
Buffalo, Rochester, and Syracuse.
Commitment to Supporting Local Businesses and
Communities. The Bank’s commercial lending professionals are dedicated to
servicing business owners in underserved markets within the Bank’s footprint
with the goal of providing access to financial services and products. The Bank
continues to focus on the expansion of its Business Banking group to offer
credit support up to $2,000,000 as well as a greater portfolio of small
business banking services. Because small businesses are engines for our local
economies by keeping money close to home and supporting neighborhoods and
communities, the Bank also works with government agencies to offer lending
programs to small businesses and agricultural loan products. The Bank has
financed community development projects that help enrich and revitalize the
communities where it operates, including financing for health care facilities,
solar energy companies, farming operations, addiction counseling services,
places of worship, ambulance companies, and community theaters. The goal of all
of these efforts is to provide support and opportunities to cultivate robust
communities for the Company’s customers, employees, and stakeholders. In
addition, the Bank is a member of the Upstate Minority Economic Alliance in
order to cultivate the Bank’s relationship with minority owned small businesses
and provide better access to financial services and products for such
businesses.
Protecting our Customers’ Data. We are committed to
providing a high level of customer care including measures to safeguard our
customers’ data. The Company has developed a cybersecurity program and
framework which is administered by a team of experienced professionals,
including the Company’s Chief Risk Officer and Chief Information Security Officer
(‘‘CISO’’), and supported by external technology and consulting services. The
Company’s Risk Committee is responsible for the oversight of the cybersecurity
program. Directors Ms. MacPherson and Ms. Skerritt have cybersecurity oversight
experience and have received the Cybersecurity Oversight Certification issued
by the National Association of Corporate Directors. In an effort to remain
vigilant against cybersecurity attacks, the Company further provides annual and
ongoing training to all of its employees so that they have an understanding and
appreciation of the cybersecurity environment and risks and the Company’s
policies to combat such risks. Such training includes annual mandatory training
sessions on cybersecurity for all employees, periodic informational notices
regarding emerging threats, and periodic testing to ensure employees are
reporting suspicious activities and are diligent in their efforts to avoid
phishing attacks and cybersecurity breaches. The CISO also conducts and
participates in annual table top exercises with management and on occasion,
with representatives from the Board, in order to be prepared in the event of a
material cybersecurity event.
Improved Digital Banking. The Bank continues to
devote significant resources to expand our digital banking services to include
powerful, flexible and easy to use technology. Our customers are seeking
efficient and convenient solutions to manage their finances and digital banking
has emerged as a transformative force, offering a wide range of benefits to
busy consumer and commercial customers.
Ethical Business Practices and Balancing
Business Risk. Our Code of Business Conduct and Ethics makes clear our
expectations for the conduct of our Directors, officers and employees. Among
other things, our Code reinforces the Company’s commitment to comply with
anti-corruption and anti-bribery laws, and as of March 22, 2025, the Company
has not been fined in connection with any violation of any anti-corruption or
anti-bribery law. We ensure compliance with the Code through training and
monitoring so that we can maintain our track record of business success based
upon the highest level of ethics and professionalism. Our banking employees are
required to complete online training and testing to verify their understanding
of certain legal requirements, including training on unfair, deceptive or
abusive acts and practices, fair lending, and anti-money laundering.
Our risk management team, with Board oversight,
carefully monitors Enterprise Risk Management. The risk management process
includes active engagement among different areas of the Company. This combined
with oversight by various Board Committees ensures that risk management is
supported by appropriate information gathering and monitoring.
Investment in Solar Tax Equity Fund. We invested
$10,000,000 in a solar tax equity fund to participate in regionally- based
small- to mid-size solar projects primarily designed to promote public welfare,
including the welfare of low- and moderate-income communities or families.
Other Environmental Initiatives. The Company supports
environmental and sustainability objectives by encouraging recycling and
responsible waste management practices throughout the organization. We continue
to evaluate opportunities to reduce energy consumption in areas such as
facilities, equipment, and operations by moving to more efficient information
technology equipment, HVAC systems, lighting and use of technology solutions to
reduce our energy usage. The Company is focusing on the use of improved
lighting in the build out of its new DeWitt, New York headquarters and the new
branch locations that opened during 2024 and will open in 2025. We recycle all
of our electronics through appropriate channels to ensure that harmful
substances do not pollute the environment, and in 2024, we recycled an
estimated 22,500 pounds of electronic equipment. We continue to migrate our
data to additional secure, cloud-based solutions which minimize the energy use
at our data and disaster recovery centers.
The Company has an ongoing initiative to
eliminate paper from its work streams and move to completely digital
documentation in its business activities where possible. The Bank provides and
encourages the use of digital banking and e-statements to its customers, has expanded
the use of online platforms for account opening, lending products,
communications, remote deposit capture, and various statements and notices. We
expanded the digital workflows and robotic process automation technologies in
our internal operating and administrative systems in order to gain greater
efficiencies and continue to look for ways to minimize the use of natural
resources in our back-office processes.
CORPORATE
GOVERNANCE
We are committed to strong corporate governance
policies, practices, and procedures designed to make the Board more effective
in exercising its oversight role. The following section provides an overview of
the Company’s corporate governance structure, including key governance
documents that guide the Board and management in the performance of their
duties which are regularly reviewed by the Board.
Click here to see our Annual Proxy
Statement for more information about our corporate policies, practices, and
procedures.
BEST
PRACTICES
The Board and management regularly review best
practices in corporate governance and are committed to a structure that fosters
principled actions, informed and effective decision-making, and appropriate
monitoring of risk, compliance, and performance. The Governance Committee is
responsible for the review and oversight of the Company’s corporate governance
practices and is responsible for updating the Board on best corporate governance
practices.
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Independent Oversight
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Long-Term Alignment with Shareholders
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Strong Commitment to Excellence on the Board
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Strong
and engaged independent Chair of the Board. Separation of the Chair of the
Board and CEO roles allows the CEO to focus on leadership and management of
the Company while utilizing the independent Chair’s experience and
perspective.
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Annual
election of Directors with focus on assessment of skills and experience,
refreshment and succession planning.
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Addition
of several new independent Directors over the last six years to enhance the
Board’s composition, expertise and skill sets.
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All
current Directors on the Board are independent Directors with the exception
of Mr. Karaivanov.
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Robust
stock ownership guidelines for Directors and named executives.
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Annual
Board and key Committee evaluations focused on improving Board and Committee
performance. In 2024, the Board engaged an independent consultant to conduct
the Board’s annual evaluation.
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Key
committees (Governance, Compensation, and Audit) are fully independent.
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Majority
voting standard for uncontested elections of Directors provides for
heightened accountability to the Company’s Shareholders.
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Annual
evaluation of CEO and senior management and review of succession plans.
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Regular
executive sessions of independent Directors. Appointment
of Lead Director. Policy of regular rotation of leadership positions on
Board.
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Open
discussions and communications with Shareholders to engage on topics.
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The
Company’s policies prohibit manipulating the timing of material non-public
information to benefit equity grant recipients, short sales, transactions in
derivatives, and hedging of Company stock by Directors, executive officers
and employees, and prohibits pledging of Company stock without prior written
consent from the Company.
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The Company is dedicated to being a financial
industry leader in corporate governance and business ethics. The Board is
composed of independent Directors, other than the current CEO, with diverse
backgrounds who bring a wealth of knowledge and business experience to the
Company. The Company has significantly advanced the Board’s experience, skills,
and composition over the last several years. In connection with succession
planning, we will continue to consider a diverse pool of candidates in our
Director nomination process to further enhance the skills and experience of the
Board.
From the top down, the Company is committed to
fostering an effective risk management environment to serve the interests of
the Company, its customers, and its Shareholders. The Board has adopted the
Code of Business Conduct and Ethics to make clear its expectation for the
conduct of our Directors, officers and employees. The Company ensures
compliance with this Code through training and monitoring so that the Company
can maintain its track record of business success based upon the highest level
of ethics and professionalism.