Dow Chemical 2010 Annual Report Download - page 11

2010 Annual Report 9
Corporate Governance
At Dow, we believe our success depends on maintaining the highest
ethical and moral standards everywhere we operate. That focus on
integrity starts at the top. Effective corporate governance begins
with the performance of the Board of Directors.
Dow exemplifies good governance with a presiding director;
directors with solid, diverse experience and credentials; corporate
governance guidelines; and codes of business conduct and financial
ethics. Independent directors comprise a substantial majority of
Dow’s Board.
Dow’s corporate governance guidelines address important aspects
of Dow’s corporate governance structure, such as criteria for
director qualifications, election, continuing education and tenure;
ongoing improvement of Board effectiveness; and a framework
for the evaluation of management and succession planning.
During 2010, Dow again achieved the highest rating possible for
its standards of corporate governance from GovernanceMetrics
International, an independent research and ratings agency.
More information on Dow’s corporate governance, including Dow’s
corporate governance guidelines, Board Committee charters and
Code of Business Conduct, is available online at www.dow.com.
Andrew N. Liveris, president, chief executive officer and chairman,
and William H. Weideman, executive vice president and chief
financial officer, executed the certifications required by Sections
302 and 906 of the Sarbanes-Oxley Act of 2002 on February 18,
2011, and filed Management’s Report on Internal Control Over
Financial Reporting, as required by Section 404. The certifications
were filed as exhibits to the Company’s Annual Report on Form
10-K for the year ended December 31, 2010, and copies are
included herein.
In addition, Mr. Liveris certified to the New York Stock Exchange
(NYSE) on May 27, 2010, that he was unaware of any violations by
the Company of the NYSE corporate governance listing standards
in effect as of that date. The certification was made in accordance
with the rules of the NYSE.
Andrew N. Liveris
President, Chief Executive Officer
and Chairman of the Board
Arnold A. Allemang
Director since 1996
Jacqueline K. Barton
Arthur and Marian Hanisch
Memorial Professor of Chemistry,
California Institute of Technology
Director since 1993
James A. Bell
Executive Vice President,
Corporate President and
Chief Financial Officer,
The Boeing Company
Director since 2005
Jeff M. Fettig
Chairman and Chief Executive
Officer, Whirlpool Corporation
Director since 2003
Barbara H. Franklin
President and Chief Executive
Officer, Barbara Franklin
Enterprises and Former U.S.
Secretary of Commerce
Director 1980 –1992 and
1993 to date
John B. Hess
Chairman and Chief Executive
Officer, Hess Corporation
Director since 2006
Paul Polman
Chief Executive Officer,
Unilever PLC and Unilever N.V.
Director since 2010
Dennis H. Reilley
Former Non-Executive Chairman,
Covidien, Ltd.
Director since 2007
James M. Ringler
Chairman, Teradata Corporation
Director since 2001
Ruth G. Shaw
Former Executive Advisor,
Duke Energy Corporation
Director since 2005
Paul G. Stern
Dow Presiding Director,
Chairman, Claris Capital
Director since 1992
Board of Directors
(at February 25, 2011)
Committees of the
Board of Directors
(at February 25, 2011)
Audit Committee
B.H. Franklin, Chair
J.A. Bell
J.M. Fettig
J.M. Ringler
P.G. Stern
Compensation and
Leadership Development
Committee
D.H. Reilley, Chair
J.K. Barton
J.B. Hess
P. Polman
R.G. Shaw
Environment, Health and
Safety Committee
J.K. Barton, Chair
A.A. Allemang
A.N. Liveris
P. Polman
D.H. Reilley
J.M. Ringler
R.G. Shaw
Governance Committee
P.G. Stern, Chair
J.A. Bell
J.M. Fettig
B.H. Franklin
Dennis H. Reilley Paul G. Stern James M. Ringler
Jeff M. Fettig Barbara H. Franklin John B. Hess
Arnold A. Allemang
Andrew N. Liveris
Jacqueline K. Barton James A. Bell
Ruth G. Shaw
Paul Polman