Corporate Governance Loading...
Board of Directors
The top governance body at UPS is the Board of Directors. As of June 2013, 12 of the 13 members are outside directors, as defined below. Director D. Scott Davis is Chairman of the Board and Chief Executive Officer (CEO) of UPS. The other three committees are composed entirely of outside directors. The Board and the committees perform annual self-evaluations.
The Board is composed of three women and ten men; all but one director are white; all directors but one are over 50 years of age. Diversity is one of the factors we take into consideration in placing new directors on the board.
Committee charters are online at investors.ups.com.
Our primary mechanism for shareowners and employees to provide recommendations or direction to the Board of Directors is direct communication via our Corporate Secretary:
c/o Corporate Secretary
55 Glenlake Parkway, N.E.
Atlanta, Georgia 30328
We define an “independent” director as one whom the Board has determined has no material relationship, other than as a director of the company, with the company or any of its consolidated subsidiaries. The independent directors meet regularly without management directors present. In addition, our corporate compliance officer reports directly to the Audit Committee, which is composed entirely of independent directors.
Compensation and Performance
The Compensation Committee of the Board of Directors sets performance criteria and compensation for the CEO, and also reviews and approves compensation for other executive officers.
The UPS Management Committee includes 10 senior managers of the company, representing all major operational and administrative groups within UPS. The Management Committee supports the Board of Directors in executing UPS strategy. The only member of the Management Committee to sit on the Board of Directors is the CEO. The Management Committee is composed of eight men and two women; eight members are white and two are African-American.
Management Principles and Guidelines
Management at UPS is based on long-held principles and explicit guidelines. In very brief form, our management principles are as follows:
• We operate our business for a balance of economic prosperity, social responsibility, and environmental stewardship.
• We manage assets wisely, and emphasize the long term in strategy and decision-making.
• We believe that enabling our customers to succeed and grow is central to the success of UPS.
• We encourage ownership of our company by our employees.
• We help our employees develop themselves and place great value on diversity.
Our principles and guidelines are set forth in our Code of Business Conduct and our Policy Book. We treat these as living, evolving documents that reflect changes in our business, our international expansion, social trends, and technology. Currently, the Code of Business Conduct is translated into 16 languages. We completed a major distribution of new editions of the Code and the Policy Book in 2011, as well as a program to provide regular quarterly updates online. More information on our governance principles and guidelines is available on our website under “Investor Relations.”
Corporate governance at UPS is assured by a set of robust and interrelated processes, including internal monitoring of their effectiveness. UPS full-time management employees complete comprehensive training on compliance and ethics programs every other year. In 2012, approximately 97 percent of UPS full-time management employees reviewed or received training on our updated Code of Business Conduct. 97 percent of management and non-management employees, whose job responsibilities include interacting with government officials in the U.S. and countries where we operate, have completed anti-corruption training. In addition, 42,146 full-time managers and specialists participated in our 2012 business ethics questionnaire. This questionnaire has the dual purpose of alerting our people of potential conflicts of interest and other governance issues while also identifying incidents or uncertainties that need to be addressed.
Our 24-hour employee “Help Line,” which allows employees to voice their ethical concerns anonymously, received 5,749 calls in 2012. We investigated all cases and took corrective or disciplinary action as appropriate, to address each substantiated concern. Extensive information on our governance processes is available on our website under “Investor Relations.”
Sustainability Oversight by the Board
Each year we make publicly available on our website at investors.ups.com a Corporate Sustainability Report that showcases the aspirations, achievements, and challenges of our commitment to balancing the social, economic, and environmental aspects of our business. The Corporate Sustainability Report is submitted to members of the Board, which provides feedback and direction on the content and materiality of the Report. In addition, the Audit Committee has oversight on the third-party assurance and verification process of the report contents.
Our Board takes environmental and social issues seriously, and environmental and social risks are part of our comprehensive enterprise risk management program over which the board exercises risk management oversight responsibility. Our Chief Sustainability Officer regularly reports to the Board of Directors, including sustainability goals and performance. Sustainability is a key part of our strategy, and the Board actively considers environmental and social issues in connection with the Board’s involvement in UPS’s strategic planning process.