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About Broadridge

Governance

Fostering a Culture of Strong Governance, Integrity and Good Management Practices

At Broadridge, we focus on strong corporate governance, which is essential in maintaining a culture of integrity, overseeing a high-achieving sustainable business and creating stockholder value.

Governance

We believe strong corporate governance practices and policies are integral in fostering a culture of integrity, managing a better-performing and sustainable business and achieving long-term stockholder value.

Our Board of Directors monitors developments in governance best practices to assure that the Board continues to meet its commitment to thoughtful and independent representation of stockholder interests. Through our framework of policies and processes, we focus on better managing our business and on aligning the interests of management with our stakeholders.

Board of Directors

Our Board is currently comprised of 10 directors. All of the directors, with the exception of our Executive Chairman and Chief Executive Officer, meet the New York Stock Exchange definition of independence. Our Board includes an Independent Lead Director and three committees: Audit, Compensation, and Governance and Nominating, each of which is comprised of independent directors. Each Committee has a charter outlining its responsibilities.



Plus_iconOur Board Members

The following matrix provides information regarding our directors, including demographic information such as whether they are gender, racially, or ethnically diverse, and certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors, which our Board believes are relevant to our business and industry. More information on the members of our Board can be found in our Proxy Statement, which is filed with the Securities and Exchange Commission.

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Our Board’s Oversight Role



Plus_iconRisk Management

The responsibilities of our Board include oversight of Broadridge’s risk management processes. Our Board has two primary methods of overseeing risk. The first method is through Broadridge’s Enterprise Risk Management (ERM) process, which allows for full Board oversight of the most significant risks facing Broadridge. The second is through the functioning of our Board’s committees.

risk management copy risk management main
Plus_iconExecutive Compensation

Our Compensation Committee oversees all compensation provided to Broadridge’s executive officers. The Compensation Committee plays a significant role in the evaluation of Broadridge’s executive compensation strategies and policies in order to ensure that our executive compensation program supports our long-term business strategies and enhances our performance and return to stockholders while not creating undue risk.

To learn more, please refer to our Proxy Statement, which is filed with the Securities and Exchange Commission.

Plus_iconSuccession Planning and Talent Management

Our Board believes that succession planning and talent management are vital to Broadridge’s success. The Board is actively engaged and involved in executive officer talent management and provides input on important decisions in this area. The Board reviews Broadridge’s executive talent management strategy, which includes a discussion of Broadridge’s leadership bench and succession plans with a focus on key positions at the senior officer level.

We are focused on developing an inclusive and respectful work environment that allows our associates to reach their full potential professionally. The success of Broadridge’s associates is key to Broadridge’s success, and our Board works with management to provide oversight on a broad range of human capital management topics, including culture, compensation, benefits, recruiting and development programs, retention, and diversity and inclusion.

We have adopted the Broadridge Inclusiveness Pledge, which outlines the strategic principles that guide our commitment and actions to promote inclusion and diversity across the organization. The Inclusiveness Pledge was adopted by our senior management team, and our Chief Executive Officer, Timothy C. Gokey, who spearheads our efforts to uphold the principles of the Pledge. We also have an Executive Diversity Committee, which includes members of our senior management, meets quarterly and tracks our progress in promoting inclusion and diversity to ensure we deliver on such commitments.

See the Broadridge Inclusiveness Pledge.

Plus_iconCorporate Strategy

One of the Board’s key responsibilities is overseeing Broadridge’s strategy. All of our directors have an obligation to keep informed about Broadridge’s business and strategy so they can provide guidance to management in formulating and developing plans and knowledgeably exercise their decision-making authority on matters of importance to Broadridge. Our Board regularly discusses key priorities and advises on our long-term strategy.

Plus_iconESG Oversight

The Governance and Nominating Committee of the Board oversees Broadridge’s ongoing commitment to environmental, social and governance matters relevant to Broadridge (ESG Matters). Our ESG Committee reports to the Governance and Nominating Committee on ESG Matters. The ESG Committee also assists the senior management of the Company in (a) setting general strategy relating to ESG Matters, (b) developing, implementing and monitoring initiatives and policies based on that strategy, (c) overseeing communications with associates, investors and stakeholders with respect to ESG Matters, and (d) monitoring and assessing developments relating to, and improving Broadridge’s understanding, of ESG Matters.

Corporate Governance Principles and Best Practices

“Sustainability and stockholder value are not mutually exclusive. At Broadridge, they are interdependent, and are underpinned by a culture of integrity and strong corporate governance.”
Tim Gokey
Tim Gokey Social Icon Linkedin

Our Board adopted Broadridge’s Corporate Governance Principles to promote the effective functioning of the Board and its committees, to promote the interests of our stockholders and to ensure a common set of expectations as to how the Board and its committees, individual directors and management should perform their functions.



plus IconOur Corporate Governance Policies Reflect Best Practices

Board of Directors

  • Strong Independent Board Leadership
  • Majority Independent Directors
  • Annual Election of Directors by Majority of Votes Cast
  • Directors Required to Offer to Resign if Do Not Receive Majority of Votes Cast
  • Robust Stock Ownership Guidelines and Holding Period Requirements
  • Annual Board and Committee Evaluation Process
  • Mandatory Retirement Age of 72
  • Annual Board Compensation Limits
  • Audit Committee Members Cannot Serve on More Than Three Public Company Audit Committees
  • Expected to Attend the Annual Meeting of Stockholders
  • Lead Independent Director Available to Major Stockholders

Stockholder Rights

  • Proxy Access
  • No Poison Pill
  • Stockholders Owning 20% of the Voting Power of Outstanding Shares of Common Stock are able to Call Special Meeting

Executive Compensation

  • Annual Say on Pay Stockholder Vote
  • Comprehensive Clawback Policy applicable in circumstances beyond financial restatements
  • Prohibition on Hedging, Pledging and Short Sales of our Securities
  • Double-trigger Change in Control Plan Requires Termination Following Change in Control
  • Amended Change in Control Plan to Shorten Protection Period
  • No Repricing or Discount Stock Options
  • No Dividends or Dividend Equivalents on Unvested Equity Awards
  • Robust Stock Ownership Guidelines and Retention and Holding Period Requirements
  • No Employment Agreements
  • No Excise Tax Gross-ups
  • Restrictive Covenant Agreements
  • Modest Perquisites
  • Significant Portion of executive officers’ compensation is Performance Based

Business Integrity

Broadridge is committed to conducting its business with uncompromising honesty and integrity. Our standards for fair and ethical behavior for our management, associates and vendors are set forth in the following policies.



Plus_iconCode of Business Conduct and Ethics

Broadridge has adopted a Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics outlines how we conduct ourselves: the policies, expectations and high standards everyone must follow at all times. Our Code is global and applies to everyone at Broadridge (from directors to new hires); associates in every role, at every level and in all locations must adhere to it. The performance of our services consistent with our values enables many of the leading global institutions to rely on us. Their confidence depends on our uncompromising honesty and integrity.

We require all our associates to complete annual training on our Code of Business Conduct and Ethics and review and acknowledge the Code annually.

Plus_iconCode of Ethics for Principal Executive Officer and Senior Financial Officers

Broadridge has adopted a Code of Ethics for Principal Executive Officer and Senior Financial Officers (Code of Ethics), which applies to, among others, our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. We expect the highest possible ethical conduct from our Chief Financial Officer and executive officers and, as set forth in our Code of Ethics, we expect them (i) to foster a culture of transparency, integrity and honesty, and (ii) to ensure that everyone in our organization also fully complies with the Code of Ethics.

Plus_iconCalifornia Transparency in Supply Chains Act and UK Modern Slavery Act Statement and Human Rights Statement of Commitment

Broadridge is committed to combating slavery and human trafficking in its operations and supply chains. To that end, Broadridge has adopted a Human Rights Statement of Commitment to explain the steps it takes to monitor and eliminate the use of, or participation in, slavery or human trafficking throughout its business.

See our Human Rights Statement of Commitment.

Plus_iconVendor Code of Conduct

Our vendors play an important role in helping to reach our goals of high ethical standards and compliance with laws and regulations. To that end, Broadridge has adopted a Vendor Code of Conduct that reflects the minimum standards by which vendors are expected to conduct themselves in connection with providing goods and services to Broadridge.

See our Vendor Code of Conduct.

Political Contributions

We believe it is in the best interests of Broadridge and its stockholders to engage constructively and responsibly in the public policy and political process to advance and protect our long-term interests. Therefore, we participate in the development of public policy that addresses issues affecting our industry, business, products, clients, associates and communities.

We do so in various ways, including educational outreach to elected officials on key public policy issues related to Broadridge’s business, facilitating voluntary political giving by eligible associates and directors through the Broadridge Financial Solutions Political Action Committee and membership in trade associations that help to advance our business objectives.

Learn more about our Political Contributions including our Political Contributions Policy.

Data Security and Privacy

We are proud of our reputation for information protection and security. Data security is fundamental to our success and mitigating information security risks in a constantly changing environment is something Broadridge takes seriously. Broadridge handles confidential and proprietary information in accordance with its client contracts and internal policies and only provides information to others with a need to know in connection with their job responsibilities and subject to confidentiality, appropriate security and restrictions on use. To prevent unauthorized access to sensitive information, we practice good physical, technical and administrative security, protecting documents, limiting access to facilities, systems and data centers and following proper disposal methods.



Plus_iconSecurity Certifications

Our advanced technology, combined with a comprehensive information security program, validated by ISO 9001/27001 certification and the CSA STAR Level 2 Certification (Cloud Security Alliance Security Trust Assurance and Risk), and externally assessed as required by the certification process, is aligned with the NIST Cybersecurity Framework. We maintain policies, standards and controls aligned with the components of our information security program. Comprehensive security awareness training and testing is administered annually to all our associates and outside contractors who have access to our systems. Our clients trust Broadridge to securely process and distribute data and investor information that drives their businesses and the global marketplace.

Certain of Broadridge’s products and services are examined at least annually against the System and Organization Controls (SOC) reporting framework by independent third-party auditors. These examinations cover controls for data security as applicable to in-scope trust service criteria for each service. As a result, Broadridge has received SOC 1 Type 2 and SOC 2 Type 2 reports covering these products and services.

Learn more about our security capabilities.

Plus_iconGlobal Privacy Program

We are also committed to respecting privacy. Our Global Privacy Program is designed to help ensure that we handle personal information appropriately. We are committed to fair information practices, assuring appropriate use of personal information in compliance with U.S. and international privacy laws, as well as the appropriate handling of client information in accordance with client contracts.

We have a number of privacy and information security resources and professionals to help ensure all our associates are handling confidential information safely and securely. These include:

  • Privacy Training – All new hires are required to have privacy training, and refresher courses must be taken annually by all associates
  • Information Security Resources – We provide our associates a wide variety of helpful tools, guidance, policies and standards relating to information security and have Business Information Security Officers (BISOs) who have been assigned to all business units and support functions to support and promote information security compliance
  • Global Privacy Policy and Officers – Our Global Privacy Policy outlines requirements for the collection, use, maintenance, security and disclosure of personal information by Broadridge associates around the globe and our Privacy Officers across the company are available to provide guidance and support

Learn more about our privacy practices.

Patent Protection

We own a portfolio of U.S. and non-U.S. patents and patent applications in order to protect our intellectual property rights, in which we continually invest significant time, labor and other resources. We also own registered marks for our trade name and own or have applied for trademark registrations for many of our services and products. We regard our products and services as proprietary and utilize internal security practices and confidentiality restrictions in contracts with associates, clients and others for protection. We believe that we are the owner or, in some cases, the licensee, of all intellectual property and other proprietary rights necessary to conduct our business.

A list of some of the products and/or services of Broadridge and/or its affiliates that are protected by patents can be found on our Legal Statements page.

Business Continuity Planning Program

Our business units are committed to establishing and maintaining comprehensive disaster recovery and business continuity planning programs, which ensure the timely and effective recovery of mission critical business functions. Our business continuity plans have been developed based on guidelines of the Disaster Recovery Institute International and the Business Continuity Planning (BCP) Program is audited by the Federal Financial Institutions Examination Council.



Plus_iconBusiness Continuity Plans

Our business continuity plans have been developed to:

  • Provide an organized and consolidated approach to managing response and recovery activities following any unplanned incident or business interruption, avoiding confusion and reducing exposure to error
  • Provide prompt and appropriate response to any unplanned incident, thereby reducing the impacts resulting from short term business interruptions, including:
    • Any incident causing physical damage, such as fire, smoke or water damage
    • Any incident, which indirectly effects facility access such as storm closure, emergency building evacuation due to bomb threat or external threat, such a fire to a nearby facility
    • Impending or unexpected regional disaster, such as hurricane or impending flood
    • Loss of workforce and impacts due to a pandemic
    • Any external incident, which potentially could cause a business interruption, such as loss of electrical or telecommunications service
  • Recover essential business operations in a timely manner, increasing the ability of the company to recover from a damaging loss to the facility
  • Provide a smooth transition back to the primary production facility after the incident has been resolved

Our BCP Program is staffed with full-time, highly qualified disaster recovery and business continuity planning professionals. Testing and review of the plan with recovery team members are required annually and when material changes have been made to the plan. Some of the major components of this program include:

  • Business Impact Analysis
  • Risk Assessment
  • Disaster Avoidance Facility Infrastructure
  • Crisis Management
  • Alternate Processing Sites
  • System and Data Backup
  • Work Group Recovery
  • Disaster Recovery Testing

The foundation of any Disaster Recovery and Business Continuity Plan consists of a solid disaster avoidance strategy. Our avoidance strategy includes (i) Power Protection, (ii) Facility Security and (iii) Data and Infrastructure Backups.

At Broadridge, business continuity planning is a continuing process, not a project. The BCP Program is strategically developed involving associates at all levels within the company. The BCP Program includes ongoing emergency planning with local, state and federal authorities to ensure the safety of human life and to minimize disruption of service to our clients.

Business Continuity Planning
Plus_iconCovid-19 Response

The well-being of our associates and our ability to fulfill client service commitments are our highest priorities. The Broadridge Pandemic/Covid-19 Committee continues to track the latest developments of the Covid-19 pandemic. We review guidelines and situational updates daily from the World Health Organization, the Centers for Disease Control and Prevention, the U.S. Department of Health & Human Services, and APAC and EMEA local government health authorities. We continue to be actively engaged with the Securities Industry and Financial Markets Association, providing industry information updates.

Broadridge’s focus has been to operate under existing business continuity plans with particular consideration to the unique nature of this virus. Areas of focus and actions implemented include, but are not limited to, the following:

  • Communications and Associate awareness – Covid-19 Associate Web portal with all of the latest information
  • Travel restrictions and advisories; prescribed quarantines
  • Social distancing planning and implementation
  • Enhanced facility preparedness and cleaning standards
  • Medical Department infection control and response programs
  • Personal Protective Equipment for associates (masks, gloves, sanitizers, etc.)
  • Human Resources guidelines specific to Covid-19
  • Visitor and vendor health declaration procedures
  • Associate work from home alternatives
  • Contingency plans for the continuance of critical business activities
  • Vendor preparedness and validation

Learn more about our Covid-19 resources.

Our Solutions Enable Good Governance



Plus_iconOur Corporate Governance Solutions

Our governance and communications solutions aim to promote good corporate governance across the investment community. Our communications solutions help ensure voting participation by shareholders and help our clients deliver impactful communications to investors.

  • Proxy Management Services for Banks and Broker-Dealers – We handle proxy materials distribution and voting process for banks and broker-dealers and provide a complete outsourced solution for the processing of international proxies with the ability to process proxy voting in over 120 international markets.
  • Proxy Management Services for Institutional Investors – We provide institutional investors with a suite of services to manage the entire proxy voting process. ProxyEdge® is our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that integrates ballots for positions held across multiple custodians and presents them under a single proxy.
  • International Solutions – We provide regulatory and communications solutions addressing clients’ needs within Europe, the Middle East and Africa and the Asia-Pacific region. Our offerings help clients address evolving requirements for stronger governance, greater transparency and improved insights derived from data analytics. Our Global Proxy solution includes services similar to those provided by our U.S. and Canadian proxy businesses. We have designed and implemented a Shareholder Rights Directive II component of our Global Proxy solution for both custodians and wealth managers.
  • Governance and Communications Services to Corporate Issuers – We are the largest processor and provider of investor communication solutions to public companies through the performance of beneficial proxy services. We also provide disclosure solutions and transfer agency services providing corporate issuers a single source solution that spans the entire corporate disclosure and shareholder communications lifecycle.
Plus_iconOur ESG Solutions

We support financial markets by providing critical infrastructure which powers investing, corporate governance and communications. Balancing success with a commitment to the world around us we leverage data, innovation and expertise to prioritize environmental, social and governance (ESG) issues while driving growth. Whether our clients are focused on managing investments, ensuring compliance or engaging shareholders, we help uncover opportunity—and manage risk—across the ESG landscape.

See more about how we are assisting our clients with our ESG Products and Services.

Plus_iconCorporate Governance Organizations

As part of promoting good corporate governance practices across the investment community, we are active members and sponsors of industry organizations, such as the National Investor Relations Institute, International Corporate Governance Network and National Association of Corporate Directors.