Accounting/Auditing/Risk Management
As a public company conducting business globally, our complex accounting and financial reporting functions are subject to a rigorous program of controls and procedures and our board plays an important role in oversight of our robust audit and enterprise risk management organizations. Directors with experience in these areas are critical to evaluating and providing effective oversight of our financial statements and financial reporting and our management of the risks inherent in our business operations.
Business Operations
Our business is complex, employing over 8,500 associates and using sophisticated technologies to provide data-driven marketing and loyalty solutions to large, consumer-based businesses in a variety of industries across the globe. Directors with “hands-on” experience developing and implementing operating plans and business strategies at companies with similarly sophisticated business operations have a practical understanding of how such organizations operate in increasingly sophisticated and disruptive competitive environments.
CEO/Executive Leadership
Executive leaders have an understanding of organizations and the drivers of individual and team growth and development. Directors with experience serving as a CEO or senior executive enhance the board’s perspective of our organization’s operations and challenges.
Corporate Governance/Ethics
We are an ethics-driven organization, and our board – and in particular the nominating and corporate governance committee – provides a foundation for and oversight of our integrity-based culture. Our board’s good governance practices and our company’s focus on ESG matters and sustainability benefit from directors who are well-informed with respect to today’s dynamic governance and ethics environment and who have experience serving on the nominating and corporate governance or comparable committees of other boards.
Corporate Finance/Capital Management
Our corporate finance activities include debt and equity market transactions and stock repurchase programs. We allocate capital in various ways to run our operations, grow our business and return value to stockholders. Director experience in these areas is important for effective oversight of our company’s financial affairs.
Financial Expertise/Literacy
Our business involves complex financial transactions, accounting and reporting requirements. Directors with an understanding of finance and financial reporting processes are able to effectively monitor and assess our operating and strategic performance and ensure accurate financial reporting and robust controls. Six of our directors are financially literate and two of our directors satisfy the “accounting or related financial management expertise” criteria set forth in the New York Stock Exchange listing standards.
Human Capital/Compensation
The success of our enterprise depends in part on our ability to attract, retain and develop top leaders and a high-performing workforce in markets that are highly competitive for available talent. Directors who have board-level experience with public company executive compensation and broad-based incentive planning, or who have managed or overseen the human resources/compensation function at an operating company help position our company for success in these areas.
Independence
Independent directors are uniquely situated to provide unbiased oversight of our management and to work with our senior leaders to develop our company's strategic plans. Our board currently consists exclusively of independent directors, other than the CEO. All directors currently serving on the board's audit, compensation and nominating and corporate governance committees are independent.
International Operations
We conduct business worldwide and have associates and offices in many countries located outside of the United States. The quality of our board’s oversight and strategic guidance is enhanced by directors whose understanding of diverse business environments, economic conditions and cultures has been informed by service as a director or senior leader at one or more companies with international operations.
Mergers & Acquisitions
We have a history of undertaking significant acquisitions and dispositions and may continue to do so in the future. Board members with experience in material M&A transactions enhance the decision-making underlying strategic M&A activities and ensure informed oversight of the processes attendant to completing complex transactions.
Other Public Company Board Experience
Public companies must comply with a variety of complex accounting, disclosure and other compliance obligations, and public company boards have significant oversight and other duties. Directors with experience serving on the boards and board committees of other public companies understand public company reporting responsibilities, corporate governance trends and practices and other issues commonly faced by public companies, and have insight into board operations, board/management relations, agenda setting, succession planning and other board duties and activities.
Relevant Industry Experience
Our board’s nominating and corporate governance committee uses a skills matrix to identify the diverse skills and experience our board needs to address the dynamic environment in which we operate our business. Directors with experience in industries in which we or our customers operate provide us with a better understanding of the challenges and opportunities facing our business.