Time Warner is committed to having a set of strong corporate governance practices that allocate rights and responsibilities among the company's stockholders, Board of Directors and management in a manner that enhances shareholder value.
Accordingly, our corporate governance practices are designed not just to satisfy regulatory requirements, but to provide for the effective oversight and management of the company.
The Board of Directors has 11 members, drawn from careers in business, finance, academia and public service.
The Board of Directors has three standing committees: the Audit and Finance Committee, the Compensation and Human Development Committee, and the Nominating and Governance Committee. Each committee is composed entirely of independent Directors.
The Board of Directors has adopted charters and policies for each of its three standing committees, which describe the committee's composition, responsibilities and operations, as well as the resources that are available to the committee to assist it in carrying out its role. Pursuant to these Charters, the Audit and Finance Committee has adopted a policy on auditor rotation, and the Compensation and Human Development Committee has approved a report on the selection and retention of its consultant on executive compensation. The Board has also adopted a Policy Statement Regarding Director Nominations which outlines the processes whereby director nominees are selected.
The company's By-Laws are one of the company's foundational governance documents and are supplemented by the charters of the Board's committees, the Corporate Governance Policy, and other governance-related policies and procedures approved by the Board and its committees.
Originally adopted by the Board of Directors in January 2002 and most recently revised in February 2012, the Corporate Governance Policy describes the principles and practices that guide the Board of Directors in carrying out its responsibilities.
The Codes of Conduct adopted by the company include the Standards of Business Conduct, which applies to all corporate employees of Time Warner Inc., a supplemental "Code of Ethics for Senior Executive and Senior Financial Officers," a set of Guidelines for Non-Employee Directors, and the Policy and Procedures Governing Related Person Transactions.