David Simon on Corporate Governance
At Simon®, corporate governance means much more than accurate financial reporting and director independence.
When our Company went public in 1993, we sought to provide investors the opportunity to invest in a liquid, dividend paying, quality real estate portfolio that was actively managed for the benefit of all shareholders.
To achieve this, we embraced the concept of public ownership. Our corporate charter gave pivotal governance authority to outside directors, providing assurances that the Company would be operated in the best interests of its shareholders, large and small.
- The Simon® Property Group charter mandates that the majority of its directors be independent.
- In response to a shareholder proposal approved at the Company's 2002 Annual Meeting, the Company's Board of Directors set a goal of having at least two-thirds of its members be independent. In furtherance of that goal, in 2003 one of the Company's inside directors was replaced with an independent director.
- Each member of the Board's audit, compensation, and governance and nominating committees is independent.
- All directors are elected annually.
- The Company's stock incentive plan prohibits the repricing of stock options, and as of January 1, 2002, all stock options are treated as compensation expense in the year granted.
- There are no outstanding loans to officers.
Moreover, our long-standing corporate governance policy has always required that members of senior management and the entire board of directors be involved in and approve all material transactions and matters affecting the Company.
Many new corporate governance initiatives have been proposed or enacted and they are continually monitored by the Company. The review and enhancement of our corporate governance is an ongoing process. Our shareholders can rest assured that we will continue to keep abreast of all new requirements and take the necessary steps to insure we develop policies and procedures, with the input and assistance of our Board, that will allow us to comply with all applicable rules and regulations.