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Last updated 9/30/13
Gap Inc. was founded in 1969 on the principle of conducting our business in a responsible, honest and ethical manner. For us, good corporate governance means going beyond compliance. It means taking a leadership role in instituting and maintaining practices that represent strong business ethics — and ensuring we communicate consistently with our shareholders, customers and neighbors around the world.
We are committed to continually evolving and adopting appropriate corporate governance best practices. Gap Inc.'s Corporate Governance Guidelines were most recently updated in 2012.
Please see the Corporate Governance Guidelines for additional information.
|Board of Directors Information||
|Size of Board||11|
|Number of Independent Directors||10|
|Separate Chairman & CEO||No|
|Lead Independent Director||Yes|
|Number of Board Meetings Held or Scheduled||6|
|Annual Board Elections||Yes|
|Corporate Governance Guidelines Approved by the Board||Yes|
|Independent Directors Hold Meetings without Management Present||Yes|
|Annual Board Self-Evaluation Required||Yes|
|Annual Review of Independence of Board||Yes|
|Key Committee Self Evaluations Required||Yes|
|Charters for Board Committees||Yes|
|Lead Independent Director Description of Responsibilities||Yes|
|Annual Equity Grant to Non-Employee Directors||Yes|
|Board Orientation/Education Program||Yes|
|Corporate Compliance Program||Yes|
|Disclosure Committee for Financial Reporting||Yes|
|Code of Business Conduct||Yes|
|Number of Audit Committee Financial Experts||2|
|Compensation Consultant Independence Policy||Yes|
|Directors Elected by the Vote of a Majority of Votes Cast in Uncontested Elections||Yes|
|Director Stock Ownership Guidelines||Yes|
|Executive Stock Ownership Requirements||Yes|
- Gap Inc. directors must make a significant time commitment when they join our board. The full board meets at least five times per year. In addition, board members often work on board matters and with management outside of formal meetings.
- Board members who are full-time employees of other companies should not serve on more than three public company boards at one time, and directors who are retired from full-time employment should not serve on more than five public company boards.
- All board members are expected to complete a formal onboarding program within six months of joining.
- Gap Inc. is committed to maintaining an active, engaged board. Qualified candidates for the board are interviewed by the Chairman and CEO, at least two independent directors and members of management, as appropriate.
- The Governance and Nominating Committee is responsible for the review and assessment of the composition and overall performance of the board and each director. As part of this process, each board member must participate in and complete an extensive annual performance evaluation, including individual peer assessments, in order to be nominated for annual re-election.
- A majority of Gap Inc.'s board members are independent of the company and its management, and we are committed to maintaining at least two-thirds of independent directors. Currently, our board has 10 directors and has determined that 9 are independent under NYSE rules.
- At every board meeting, time is set aside for the independent directors to meet in executive session.
Lead Independent Director
- Since 2003, Gap Inc.'s independent directors have appointed a Lead Independent Director. The Lead Independent Director is elected annually to preside over independent directors' executive sessions and to facilitate information flow between the directors and the Chairman.
- Only independent directors sit on Gap Inc.'s three board committees
Audit Firm Lead Partner Rotation
- Gap Inc. rotates the lead partner of its independent auditor, Deloitte & Touche, so that he or she will not perform audit services for more than five consecutive fiscal years. A new lead partner assumed audit responsibility during the first quarter of 2011.
- At any meeting of the shareholders at which a director is not elected, that director shall submit to the board an offer letter of resignation, subject to board acceptance. The Governance and Nominating Committee will consider the offer of resignation. The board shall act promptly with respect to each such letter of resignation. The board's decision would be disclosed publicly.
- Gap Inc. does not have a classified board; directors are elected annually.
- Shareholders can act by written consent; holders of 10 percent of Gap Inc. shares can call special meetings of the shareholders.
Political Engagement Policy
- We believe that it is important to participate in political and regulatory processes on issues that affect our business and community interests. We work proactively to enable Gap Inc.'s strategies through public policy and government advocacy, and participate in political activities and advocate for legislation when there is a connection to our ability to grow our business in a way that is consistent with our values, our legal obligations, and our Codes of Business Conduct and Vendor Conduct. Read the PDF for the full text of our political engagement policy.
- Board members and Insiders are prohibited from hedging and engaging in publicly traded option transactions in Company stock.
Contact the Board
- Anyone may communicate governance matters directly to the Gap Inc. Board of Directors by emailing email@example.com. Communications will be received and reviewed by our Chairman and our Lead Independent Director, as well as our Corporate Secretary's Office. Matters may be referred to the entire board, board committees, individual members and other departments within the company.
- Anyone may communicate compliance matters, including suspected violations of our Code of Business Conduct or accounting, internal accounting controls or auditing concerns, confidentially to the Integrity and Compliance department by emailing Global_Integrity@gap.com or by calling our Code Hotline. Accounting, auditing and other significant concerns are referred by the Integrity and Compliance department to the Audit and Finance Committee.
Contact the Office of the Corporate Secretary
- Anyone may also communicate with the Corporate Secretary's Office by writing to: Corporate Secretary, Two Folsom Street, San Francisco, CA 94105