Governance

BOARD COMPOSITION

The primary functions of the Sysco Board of Directors are to review and assess the performance of the company, its plans and prospects, as well as immediate issues it faces.

The Board met 15 times in FY2016, including 4 regular meetings and 11 special meetings. At the end of FY2016, the Board consisted of 12 members. In accordance with the listing standards of the New York Stock Exchange (NYSE), at least two-thirds of the members of Sysco's Board of Directors are independent directors. During FY2016, 10 of 12 directors were independent; three directors were female, nine were male; and one director was of a minority background.

Jackie M. Ward is chairman of the Sysco Board of Directors. Ms. Ward, a Sysco director since September 2001, was previously the board's lead director, chaired the Corporate Governance and Nominating Committee, and served on the Compensation Committee and the Executive Committee.

Subsequent to the end of FY2016, our Board adopted a Board refreshment plan, under which the Board has:

  • Established a 15-year limit on director tenure, subject to a 2-year transition period that expires immediately following the Company’s 2018 annual meeting of stockholders
  • Elected to the Board three new independent directors
  • Determined to elect one additional independent director in each of 2017 and 2018, subject to the availability of qualified director candidates

In accordance with the director tenure policy, we expect two incumbent non-employee directors to retire from the Board in each of 2017 and 2018.

The Board maintains six committees: Audit, Compensation, Corporate Governance and Nominating, Corporate Sustainability, Executive and Finance. Each committee acts under a charter that sets forth its goals, membership qualifications, procedures and duties.

Interested parties may communicate with the members of the Board of Directors as a group or individually by confidential web submission or by mail.

The Corporate Sustainability Committee reviews and assesses Sysco's corporate responsibility and sustainability activities against the company's policies and its commitment to operate as a socially responsible business. The Committee ensures that stakeholder concerns about environmental, social and governance issues are considered with identified priorities. The Corporate Sustainability Committee charter is available here.

Additional information on our corporate governance can be found on our investor relations website.

EXECUTIVE COMPENSATION

Our approach to Executive Compensation echoes the principles that underlie our corporate governance - to aspire to the highest standards of the law and to do the right thing. All members of the Compensation Committee on the Board of Directors are independent directors as defined by the NYSE listing standards and the Company's Corporate Governance Guidelines. The Compensation Committee establishes the policies and criteria informing executive compensation, with an interest in attracting, developing and retaining business leaders to drive financial and strategic growth and build long-term stockholder value. The Committee's activities include assessing executive compensation against company performance and individual objectives; establishing competitive structures to attract, retain and develop executive talent; and managing risk through appropriate compensation policies.

Read the Compensation Committee charter here.

For more information on our corporate governance, please see the Corporate Governance FAQs in our 2016 Proxy Statement.