The people of Cornerstone Building Brands hold professional integrity in the highest regard. In order to promote, maintain and monitor the highest standard of business conduct, Cornerstone Building Brands has adopted a series of corporate governance policies and guidelines.
- Code of Business Conduct & Ethics
- Anti-Corruption & Trade Compliance Policy Statement & Compliance Guide
- Corporate Governance Guidelines
- Confidential Complaint Procedures for Accounting & Auditing Matters
- Confidential Complaint Procedures for Employee Relations Matters
Our board has nine directors and five standing committees. The committee membership and the function of each is described below. Our board committee charters for the respective committees are also available below.
The Executive Committee is generally authorized to act on behalf of our board between scheduled board meetings. For more information regarding the Executive Committee, please read the Committee Charter.
The Audit Committee is responsible for engaging and discharging the independent auditors and for monitoring audit functions and procedures. They also provide assistance to the board regarding the corporate accounting and reporting practices of Cornerstone Building Brands and the quality and integrity of its financial reports. For more information regarding the Audit and Finance Committee, please read the Committee Charter.
The Compensation Committee is responsible for reviewing and making recommendations to our board on all matters relating to compensation and benefits provided to executive management. For more information regarding the Compensation Committee, please read the Committee Charter.
Affiliate Transactions Committee
The Affiliate Transactions Committee is responsible for reviewing, considering, and approving certain transactions between both the company and its controlled affiliates, as well as the significant shareholders of the company and their affiliates. This committee must be made up of two shareholder directors unaffiliated with any significant shareholders of the company and with the company. For more information about the responsibilities of the Affiliate Transactions Committee, please read the Affiliate Transaction Charter.
Nominating & Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for reviewing and interviewing qualified candidates to serve on our board in order to make nominations to fill vacancies as well as to select the management nominees for the directors to be elected by our stockholders at each annual meeting. In addition, they are responsible for evaluating, implementing, and overseeing the standards and guidelines for the governance of Cornerstone Building Brands, including monitoring compliance with those standards and guidelines, as well as overseeing succession planning and evaluating the performance of the board. For more information about the responsibilities of the Nominating and Corporate Governance Committee, please read the Committee Charter.
Routine Transactions Committee
The Routine Transactions Committee is responsible for reviewing, considering and approving the following proposed transactions: (i) expenditures of capital or other assets outside the ordinary course and not part of the annual capital expenditure plan; (ii) mergers or acquisitions; (iii) non-ordinary course asset divestitures; (iv) any non-ordinary course joint ventures or similar arrangements with third-parties; and (v) certain hedging transactions.