1. Scheduling and Selection of Agenda Items for Board Meetings
Board meetings are scheduled in advance, typically every quarter plus an annual meeting. In addition to regularly scheduled meetings, additional Board meetings may be called upon appropriate notice at any time to address specific needs of the company. The Board may also take action from time to time by unanimous written consent.
The Chairman of the Board, in consultation with the Chief Executive Officer (or with the Lead Director if the Chairperson and CEO positions are held by the same person), and with the assistance of management, drafts the agenda for each meeting and distributes it in advance to the Board. Each director may propose the inclusion of items on the agenda, request the presence of or a report by any member of the company's management, or at any Board meeting raise subjects that are not on the agenda for that meeting.
The annual cycle of agenda items for Board meetings is expected to change on a periodic basis to reflect, e.g., Board requests, changing business and legal issues and the work done by the Board Committees. It is expected that the Board will have regularly scheduled presentations from finance, product development, operations, sales and marketing, and the other major business segments of the company. The Board's annual agenda will include the long-term strategic plan for the company and the principal issues that the company expects to face in the future.
2. Board Material Distributed in Advance
Information that is important to the Board's understanding of the business, Board or Committee meeting minutes and agenda items and material related to agenda items should be distributed in writing (either in hard copy or electronically) to the Board or posted on the company's Executive Web Site before the Board meets. Supplemental written materials will be provided to the Board on a periodic basis and at any time upon request of Board members.
As a general rule, materials on specific agenda topics should be sent to the Board and Committee members in advance so the meeting's time may be conserved and discussion time focused on questions that the Board or Committee has about the material.
3. Access to Employees and Board Presentations
The Board has complete access to contact and meet with Herman Miller employees. The Board encourages management to schedule managers to present at Board meetings who:
(a) can provide additional insight into the items being discussed because of personal involvement in these areas, or
(b) have future potential that management believes should be given exposure to the Board.
4. Independent Directors' Discussions
The Board's policy is to have a separate meeting time for the independent directors during each regularly scheduled Board meeting. The Chairman or the Lead Director will assume the responsibility of chairing the meetings of independent directors and shall bear such further responsibilities that the independent directors as a whole might designate from time to time.
5. Board Communications with Shareholders
Shareholders who wish to communicate with one or more of the Board of Directors may do so by addressing written comments, c/o the Corporate Secretary, 855 East Main Avenue, P.O. Box 302, Zeeland, Michigan 49464-0302. The Corporate Secretary will receive the correspondence and forward it to the director or directors to whom the communication is directed. The Corporate Secretary is authorized to forward communications that are clearly more appropriately addressed by other departments, such as customer service, human resources or accounting, to the appropriate department. Communications that are forwarded to other departments will be made available to any director who wishes to review them. The Board believes that management speaks for the company and recognizes that without coordination of information, the company could inadvertently breach its Fair Disclosure obligations to all parties. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the company, but it is expected that Board members would do this with the knowledge of and coordination with management and, in most instances, at the request of management.
6. Annual Review of Directors and the Board
The Nominating and Governance Committee, in conjunction with the CEO, will conduct an annual review of the overall Board. This should include feedback from the Board, the management, and perhaps some external sources. In addition, a more comprehensive review will be done for individual Board members approaching re-election.
7. Director Orientation and Continuing Education
The Nominating and Governance Committee, in conjunction with the Chief Executive Officer is responsible for new-director orientation programs and for director continuing education programs. The orientation programs are designed to familiarize new directors with the company's businesses, strategies and challenges and to assist new directors in developing and maintaining skills necessary or appropriate for the performance of their responsibilities. Continuing education programs for Board members may include a mix of in-house and third party seminars.
8. Attendance of Annual Shareholders Meeting
The company encourages directors to attend the company's annual meeting of shareholders.