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    Corporate Governance Guidelines

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    The document outlines the corporate governance guidelines of Alliance Data Systems Corporation as adopted by its Board of Directors. It addresses the role and responsibilities of the Board, including optimizing long-term stockholder value and oversight of management. It also covers Board composition, leadership, committees, processes, and director responsibilities such as meeting attendance, succession planning, and interactions with management and external parties.

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    Corporate Governance Guidelines

    Uploaded by

    _erosales
    33 views4 pages
    The document outlines the corporate governance guidelines of Alliance Data Systems Corporation as adopted by its Board of Directors. It addresses the role and responsibilities of the Board, including optimizing long-term stockholder value and oversight of management. It also covers Board composition, leadership, committees, processes, and director responsibilities such as meeting attendance, succession planning, and interactions with management and external parties.

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    The document outlines the corporate governance guidelines of Alliance Data Systems Corporation as adopted by its Board of Directors. It addresses the role and responsibilities of the Board, including optimizing long-term stockholder value and oversight of management. It also covers Board composition, leadership, committees, processes, and director responsibilities such as meeting attendance, succession planning, and interactions with management and external parties.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    33 views4 pages

    Corporate Governance Guidelines

    Uploaded by

    _erosales
    The document outlines the corporate governance guidelines of Alliance Data Systems Corporation as adopted by its Board of Directors. It addresses the role and responsibilities of the Board, including optimizing long-term stockholder value and oversight of management. It also covers Board composition, leadership, committees, processes, and director responsibilities such as meeting attendance, succession planning, and interactions with management and external parties.

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    © All Rights Reserved
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    ALLIANCE DATA SYSTEMS CORPORATION

    CORPORATE GOVERNANCE GUIDELINES


    As adopted by the Board of Directors on December 8, 2015

    Role of the Board of Directors


    The primary objective of Alliance Data Systems Corporation (the Company) is to optimize
    stockholder value over the long term. The business of the Company is managed under the
    direction of the Board of Directors (the Board), which is elected by the stockholders. The
    basic responsibility of the Board is to exercise its business judgment to act in what each director
    reasonably believes to be the best interests of the Company and its stockholders. The Board
    selects the senior management team, including the Chief Executive Officer, which is responsible
    for the day-to-day conduct of the Companys business.
    Qualification and Selection of Board Members
    1. Qualification. The Board will include at least a majority of directors who meet the criteria for
    independence established by the New York Stock Exchange. The Board will annually review
    and determine the independence and qualifications of each director. In making its determination,
    the Board will carefully consider all facts and circumstances it deems relevant to the
    determination. Board members have an affirmative obligation to promptly inform the General
    Counsel of changes in their circumstances or any transactions or relationships that may impact
    their designation by the Board as independent.
    Directors may be nominated by the Board or by stockholders in accordance with the Companys
    Bylaws. The Board, or the Nominating & Corporate Governance Committee, will review the
    requisite skills and characteristics for new Board members. There are no firm prerequisites to
    qualify as a candidate for the Board, although the Board seeks a group of candidates who possess
    the requisite background, skill, expertise and time, as well as, where appropriate, diversity with
    respect to race/ethnicity and gender, to make a significant contribution to the Board, to the
    Company and to its stockholders. Final determinations with respect to independence and other
    qualifications will be made by the full Board.
    2. Orientation/Education. The Company will conduct an orientation program for new directors.
    The orientation program will include presentations by senior management with respect to the
    Companys policies, key employees, strategic plans, financial reporting, code of ethics, and
    auditing processes. In addition, the Company requests that each director attend endorsed director
    education courses as appropriate or any in-house training that the Company may provide.
    3. Director Compensation. Directors who are employees of the Company shall not receive
    additional compensation for service as a director. The compensation of directors who are not
    employees of the Company will be periodically reviewed by the Compensation Committee, or
    such other appropriate committee of the Board.

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    Board Leadership
    4. Selection of Chairman and Chief Executive Officer. The Board believes that whether to have
    the same person occupy the offices of chairman of the Board and Chief Executive Officer should
    be decided by the Board from time to time, in its business judgment after considering relevant
    circumstances. The Board currently believes having a non-executive chairman is the best
    practice. The chairman of the Board will be selected by the Board. The chairman of each Board
    committee will be selected by the Board. The Board may also select from among its members a
    lead director to preside at meetings where the chairman does not preside.
    Board Structure
    5. Size of the Board. The Board will determine the appropriate size of the Board from time to
    time within the requirements set forth in the Companys Certificate of Incorporation and Bylaws.
    6. Committees of the Board. The Board will at all times have an Audit Committee, a
    Compensation Committee, and a Nominating & Corporate Governance Committee. Each
    committee member must satisfy the membership requirements set forth in the relevant committee
    charter. The Board may from time to time establish such other standing or special committees,
    such as the Executive Committee, or remove existing committees as necessary or appropriate.
    Committee members will be appointed by the Board. Consideration will be given to rotating
    committee members periodically, but rotation will not be mandated as a policy. Each committee
    will have its own charter. The charter will set forth the purpose of the committee as well as
    qualifications for committee membership. Any proposed changes to any committee charter shall
    be recommended to the Board for approval. The chairman of each committee will determine the
    frequency and length of committee meetings and will develop the committees agenda for each
    meeting.
    7. Director Time Commitments. Each Board member is expected to ensure that other existing and
    planned future commitments do not materially interfere with his or her service as a director.
    Directors will advise the chairman of the Board in advance of accepting an invitation to serve on
    another public company board. In addition, no Board member may serve on more than four
    other public company boards.
    8. Term Limits. The Board does not have term limits. Such limits may cause the Board to lose the
    contribution of directors who have been able to develop, over a period of time, increasing insight
    into the Company. As an alternative to term limits, the Board, or an appropriate committee of the
    Board, will evaluate the qualifications and performance of each incumbent director before
    recommending the nomination of that director for an additional term. The mandatory retirement
    age from service on the Board is age 75; provided, however, that upon attaining the age of 75, a
    director may continue to serve until the annual meeting of stockholders at which such directors
    term is set to expire; and, provided further, that if the Board determines that it is in the best
    interests of the Company and its stockholders, the Board, or an appropriate committee of the
    Board, may nominate a director for re-election who has already attained the age of 75.

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    9. Change in Status. When a directors principal occupation or business association changes


    substantially during his or her tenure as a director, the director shall tender his or her resignation
    for consideration by the Nominating & Corporate Governance Committee. The Nominating &
    Corporate Governance Committee will recommend to the Board the action, if any, to be taken
    with respect to the resignation.
    Board Processes; Director Responsibilities
    10. Agenda and Meetings; Board Information. The Board will hold regularly scheduled
    meetings. In addition, special meetings may be called from time to time as appropriate. The
    chairman will establish the agenda for each Board meeting. Each Board member may suggest
    the inclusion of items on the agenda and may raise at any Board meeting subjects that are not on
    the agenda for that meeting. Any Board member may invite guest attendees to any Board
    meeting for the purpose of making presentations, responding to questions, or providing counsel
    on specific matters within their areas of expertise.
    Directors are expected to attend Board meetings and meetings of committees on which they
    serve and to spend the time needed to prepare for meetings. Information relating to the business
    to be conducted at a Board or committee meeting should generally be distributed to the directors
    early enough to properly prepare for the meeting. Proprietary or otherwise sensitive materials
    may be reserved for distribution at the meeting. Directors are expected to attend the Companys
    annual stockholder meeting.
    11. Strategic Planning. The Board will review the Companys long-term strategic plan during at
    least one Board meeting each year.
    12. Chief Executive Officer Evaluation. The performance of the Chief Executive Officer will be
    reviewed by the Board at least annually. Such review will consider recommendations from the
    Compensation Committee with respect to long- and short-term compensation goals and
    performance of the Chief Executive Officer.
    13. Management Succession. The Chief Executive Officer, or his designee, will report annually
    to the Board on the Companys program for talent management and succession planning. The
    Chief Executive Officer should make available to the Board his or her recommendations and
    evaluations of potential successors.
    14. Access to Management and Advisors. Directors shall have full access to executive officers of
    the Company as needed to fulfill their oversight responsibilities. Each director will use his or her
    judgment to ensure that any such contact is not disruptive to the business operations of the
    Company and will, to the extent appropriate under the circumstances, coordinate any such
    contact with the Chief Executive Officer. The Board encourages management to include, from
    time to time, key managers in Board meetings who can share their expertise with respect to
    matters before the Board. This also enables the Board to gain exposure to key managers with
    future potential in the Company.

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    The Board and each committee may retain financial, legal or other independent advisors, at the
    Companys expense, as the Board or such committee deems necessary and appropriate and as
    provided in each such committees charter.
    15. Board Interaction with Company Constituencies and the Public. Communications about the
    Company with the press, media and other constituencies should be made by management.
    Individual Board members may, from time to time, at the request of the Chief Executive Officer,
    meet or otherwise communicate with various constituencies on behalf of the Company.
    16. Executive Sessions. The non-management directors shall meet in executive session as a part
    of regularly scheduled Board meetings. Such sessions may include discussions of the
    performance of the Chief Executive Officer, other members of senior management, and
    management succession planning.
    17. Annual Performance Evaluations. The Board and its committees will conduct an annual selfevaluation of their performance, to include, as appropriate, evaluation of individual Board
    members to determine whether the Board and its committees are functioning effectively.
    18. Stockholder Communications with the Board. Stockholders may send communications to the
    Board or any individual director by forwarding such communications to the Companys
    corporate secretary. Communications should be addressed to Corporate Secretary, Alliance Data
    Systems Corporation, 7500 Dallas Parkway, Suite 700, Plano, Texas 75024.
    All
    communications will be compiled by the office of the corporate secretary.
    19. Policy Against Tax Gross Up Arrangements. The Company shall not enter into any contract,
    agreement or arrangement with an executive officer of the Company that obligates the Company
    to pay directly or reimburse such executive officer for any portion of the executive officers
    individual tax liability for benefits provided by the Company (a tax gross-up benefit);
    provided, however, that this policy shall not prohibit any tax gross-up benefit provided pursuant
    to (a) contracts, agreements or arrangements existing as of February 2, 2015 (the effective date
    of this policy); (b) contracts, agreements or arrangements assumed by the Company in
    connection with acquisitions; or (c) plans, policies or arrangements applicable to Company
    employees generally.

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