The Board of Directors of Cenveo, Inc. (the "Board" or "Cenveo") has developed corporate governance practices in an effort to fulfill its responsibilities to shareholders to oversee the work of management and Cenveo's business results. The governance practices are memorialized in these guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate Cenveo's business operations and organizational objectives, and to make decisions that are independent of Cenveo's management. The guidelines are also intended to align the interests of directors and management with the long term interests of Cenveo's shareholders.
The guidelines are subject to future refinement or changes as the Board may find necessary or advisable.
Board Composition and Selection; Independent Directors
- Board Size. The Board believes four to five independent directors is an appropriate size based on Cenveo's present size and circumstances. The Board periodically evaluates the preferable size of the Board, given on-going changes to the business or general governance guidance.
- Selection of Board Members. Cenveo's shareholders elect Board members annually except as noted below with respect to vacancies. The Nominating and Governance Committee is responsible for recommending director candidates to the Board. The Board may fill vacancies in existing or new director positions, however, such directors elected by the Board serve only until the next election of directors, unless elected by the shareholders to a further term at that time.
- Board Membership Criteria. The Nominating and Governance Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board takes into account many factors, including general understanding of finance and other disciplines relevant to the success of a publicly-traded company in today's business environment; understanding of Cenveo's business on a practical level, including international aspects thereof; and educational and professional background. If incumbent directors are not nominated for re-election or if there is otherwise a vacancy on the Board, the Nominating and Governance Committee will solicit recommendations for nominees from persons that they believe are likely to be familiar with qualified candidates, including members of the Board and management. In addition to the guidelines set forth herein, the Board evaluates each individual in the context of the Board as a whole, with the objective of recommending an individual that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment based upon a diversity of experience. In determining whether to recommend a director for re-election, the Nominating and Governance Committee also considers the director's past attendance at meetings and participation in and contributions to the activities of the Board. The Nominating and Governance Committee may retain a professional search firm to identify director candidates. The Nominating and Governance Committee may also consider independent director candidates recommended by one or more substantial, long-term shareholders.
- Board Composition. The Board believes that a majority of its directors should be independent. In determining the independence of a director, the Board will apply the NYSE definition of "independent director" and applicable laws and regulations.
- Term Limits. The Board does not believe it should limit the number of terms for which an individual may serve as a director. Directors who have served on the Board for an extended period of time are able to provide valuable insight into the operations and future of Cenveo, based on their experience with and understanding of Cenveo's history, policies and objectives. The Board believes that, as an alternative to term limits, it can ensure that the Board continues to evolve and adopt new viewpoints through the evaluation and nomination process described in these guidelines.
- Conflicts of Interest. Potential or apparent director conflicts of interest will be submitted to the Nominating and Governance Committee and counsel for review. The Board believes that a director, whose business or personal relationships change in such a manner so as to give rise to potential conflicts of interest with Cenveo or to a loss of independence, should bring such matters to the attention of the Board. The Board, and specifically the Nominating and Governance Committee, would then evaluate whether the individual continues to satisfy the Board’s membership criteria in light of his or her new changed status.
- Selection of CEO, Chairman and Lead Director. The Board selects Cenveo's CEO, the Chairman and lead director on recommendation of the Nominating and Governance Committee, in the manner that it determines to be in the best interests of Cenveo's shareholders.
- Lead Director. The Board has no formal policy whether the Chairman should be an independent director or member of management, however, the Board appoints a lead director, who functions, in general, to reinforce the independence of the Board of Directors, and is appointed on a rotating basis from the independent directors. The lead director provides a source of Board leadership complementary to that of the Chairman, especially when the Chairman is a member of management. Amongst other things, the lead director is responsible for: working with the Chairman and other directors to set agendas for Board meetings; providing leadership in times of crisis together with the Executive Committee; for reviewing the individual performance of each of the directors with the Chair of the Nominating and Governance Committee; chairing regular meetings of independent Board members without management present (executive sessions); acting as liaison between the independent directors and the Chairman; and chairing Board meetings when the Chairman is not in attendance.
- Limitation on Other Board Service. Directors may not serve on more than three  other public company boards, without the approval of the Board. The Nominating and Governance Committee and the Board will take into account the nature of and time involved in a director’s service on other boards in evaluating the suitability of individual directors. Service on boards of other organizations must be consistent with Cenveo's conflict of interest policies.
- Resignation. A director who desires to resign from the Board must submit a written letter of resignation for the Board's consideration.
Board Meetings; Involvement of Senior Management
- Board Meetings - Frequency. The Board will generally hold four (4) regularly scheduled meetings per year and will hold additional special meetings, as necessary. Each director is expected to attend both scheduled and special meetings, except if unusual circumstances make attendance impractical.
- Board Meetings - Agenda. The Chairman of the Board, taking into account suggestions from other members of the Board (in particular from the lead director), will set the agenda for each Board meeting, and will cause this agenda to be distributed, in advance, to each director.
- Advance Distribution of Materials. All information relevant to the Board's understanding of matters to be discussed at an upcoming Board meeting should be distributed in writing or electronically to all members in advance, whenever feasible and appropriate. This will help facilitate the efficient use of meeting time. In preparing this information, management should ensure that the materials distributed are as concise as possible, yet give directors sufficient information to make informed decisions. The Board acknowledges that certain items to be discussed at Board meetings are of an extremely sensitive nature and that the distribution of materials on these matters prior to Board meetings may not be appropriate.
- Access to Employees. The Board has complete access to the CEO, but must obtain the CEO's or President's permission to contact other Cenveo employees, which will not be unreasonably withheld. The Board and the CEO may specify a protocol for making such inquiries. Management is expected to invite to any Board meeting any Cenveo personnel, whose presence and expertise would help the Board have a better understanding of matters being considered.
- Access to Independent Advisors. The Board and its committees have the right, at any time, to retain independent outside auditors and financial, legal, or other advisors. Cenveo will provide appropriate funding, as determined by the Board or any committee, to compensate those independent outside auditors or advisors, as well as to cover the ordinary administrative expenses incurred by the Board and its committees in carrying out their duties.
- Executive Sessions of Non-Management Directors. The non-management directors of Cenveo will meet regularly in executive session, i.e. with no management directors or management present, following each regularly scheduled Board meeting. Executive sessions of the independent directors will be called and chaired by the lead director. These executive session discussions may include such topics as the independent directors determine.
Communication with Shareholders
- Shareholder Communications to the Board. Shareholders may contact an individual director, the Board as a group or a specified Board committee or group, including the independent directors as a group, by mail, addressed to:
- Cenveo, Inc. Board of Directors or Lead Director, c/o General Counsel, Cenveo, Inc., 200 First Stamford Place, Stamford, CT 06902
The General Counsel will review all such correspondence and forward it (or a summary) to the appropriate parties. Correspondence regarding accounting, internal accounting controls or auditing matters will be forwarded to the chair of the Audit Committee.
- Attendance at Annual Meeting. Each director is encouraged to attend Cenveo's annual meeting of shareholders.
- Annual CEO Evaluation. The Board, in executive session, conducts an annual review of the performance of the CEO and communicates the results of the review to the CEO. The Compensation Committee (with potential assistance from the Executive Committee) establishes the evaluation process and determines the specific criteria on which the performance of the CEO is evaluated, taking into account the strategic and other objectives for Cenveo set by the Board.
- Succession Planning. As part of an annual review process, the Nominating and Governance Committee works with the CEO and the Executive Committee to plan for CEO succession, as well as to develop plans for interim succession for the CEO in the event of an unexpected occurrence. Succession planning may be reviewed more frequently by the Board as it deems warranted.
- Board and Committee Self-Evaluation. The Nominating & Governance Committee is responsible for leading a bi-annual evaluation of the performance of the full Board, including an assessment of the Board's compliance with the principles set forth in these guidelines, as well as identification of areas in which the Board could improve its performance. Each committee of the Board is responsible for conducting a bi-annual self-evaluation.
- Board Compensation Review. The Compensation Committee periodically reviews Cenveo's director compensation practices in comparison with those of comparable public corporations. The Board should make changes in Cenveo's director compensation practices only upon the recommendation of the Compensation Committee and following discussion and concurrence by the Board.
- Number and Type of Committees.The Board has four committees - an Audit Committee, a Compensation Committee, now known as the Human Resources Committee, a Nominating and Governance Committee and an Executive Committee. The Board may add new committees or remove existing committees as it deems advisable in the fulfillment of its primary responsibilities. Each committee will perform its duties as assigned by the Board of Directors in compliance with Cenveo's Bylaws. Committee duties may be described briefly as follows:
- Audit Committee. The Audit Committee monitors the work of Cenveo's internal accounting and control processes. The committee is directly responsible for the appointment, compensation, retention and oversight of Cenveo's independent auditors.
- Compensation Committee. The Compensation Committee, now known as the Human Resources Committee, determines the compensation of Cenveo's CEO and other executive officers. It administers Cenveo's equity compensation plans and recommends new compensation plans and amendments for adoption by the Board.
- Nominating and Governance Committee. The Nominating and Governance Committee is responsible for recommending to the Board individuals to be nominated as directors. The committee also reviews Cenveo's corporate governance policies and documents, and performs other duties as described elsewhere in these guidelines.
- Executive Committee. The Executive Committee is, in coordination with the Nominating and Governance Committee, responsible for the recruitment, evaluation and selection of suitable candidates for CEO, for approval by the full Board; for the preparation, together with the Compensation Committee, now known as the Human Resources Committee, of objective criteria for the evaluation of the performance of the CEO; and for reviewing the CEO's plan of succession, for the CEO and key executives of Cenveo.
- Composition of Committees; Committee Chairs. The Audit, Compensation, now known as the Human Resources Committee, and Nominating and Governance Committees consist solely of independent directors. The Board is responsible for the appointment of committee members and committee chairs, on recommendation of the Nominating and Governance Committee, according to criteria that it determines to be in the best interest of Cenveo and its shareholders.
- Committee Meetings and Agenda. The chair of each committee is responsible for developing, together with relevant Cenveo managers, the committee's general agenda and objectives and for setting the specific agenda for committee meetings. The committee chair and committee members will determine the frequency and length of committee meetings consistent with the committee's charter.
- Director Orientation and Education. The Nominating and Governance Committee and management are responsible for director orientation programs and materials. Cenveo encourages directors to attend continuing education programs to assist, as necessary, in maintaining/developing skills for the performance of their responsibilities.
- Review of Governance Guidelines. The practices memorialized in these guidelines have developed over a period of years. The Nominating and Governance Committee and the Board of Directors review these guidelines periodically.
- Website Posting of Governance Documents. These guidelines, charters of the Audit, Compensation, now known as the Human Resources Committee, and Nominating and Governance Committees, along with Cenveo's Code of Ethics are posted on Cenveo's website at www.cenveo.com.
- Directors Receiving Majority Withhold Votes. If an incumbent director receives a majority of withhold votes in any uncontested election as a director, the director must, within ten (10) business days of certification of election results, submit his or her resignation to the Board for consideration. The Nominating and Governance Committee will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or what other action should be taken, in accordance with Cenveo's Bylaws. In reaching its decision, the Board will consider the Nominating & Governance Committee recommendation and may consider any other factors it deems relevant, which may include the director's qualifications, the director's past and expected future contributions to the Corporation, the overall composition of the Board and Committees of the Board, whether accepting the tendered resignation would cause Cenveo to fail to meet any applicable rule or regulation (including the NASDAQ rules and the requirements of federal securities laws) and the percentage of outstanding shares represented by the votes cast at the meeting. The Board will act on the resignation within 90 days following certification of the shareholder vote for the meeting and will promptly disclose its decision and rationale as to whether to accept the resignation (or the reasons for rejecting the resignation, if applicable) in a press release, in a filing with the Securities and Exchange Commission or by other public announcement, including a posting on the Company's website.
A director who has submitted their resignation will not participate in the deliberations of the Nominating and Governance Committee or in the Board's consideration of the committee's recommendation with respect to that director. If a director's resignation is accepted by the Board pursuant to this guideline, or if a nominee for director who is not an incumbent director is not elected, the Board may fill the resulting vacancy or may decrease the size of the Board pursuant to Cenveo's Bylaws.
Last modified July 30, 2015, as approved by the Unanimous Written Consent of the Board of Directors of Cenveo, Inc. at its Board meeting dated July 30, 2015. Modified to correct the title to the HR Committee on May 10, 2017.