Dow Chemical 2011 Annual Report Download - page 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 exemplifi es good governance with a lead director; directors
with solid, diverse experience and credentials; corporate
governance guidelines; and codes of business conduct and
fi nancial 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
qualifi cations, election, continuing education and tenure; ongoing
improvement of Board effectiveness; and a framework for the
evaluation of management and succession planning.
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 Offi cer
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
Former Executive Vice President,
Corporate President and
Chief Financial Offi cer,
The Boeing Company
Director since 2005
Jeff M. Fettig
Chairman and Chief Executive
Offi cer, Whirlpool Corporation
Dow Lead Director,
Director since 2003
Barbara H. Franklin
President and Chief Executive
Offi cer, Barbara Franklin Enterprises
and Former U.S. Secretary of Commerce
Director 1980 –1992 and 1993 to date
John B. Hess
Chairman and Chief Executive
Offi cer, Hess Corporation
Director since 2006
Paul Polman
Chief Executive Offi cer,
Unilever PLC and Unilever N.V.
Director since 2010
Audit Committee
J.A. Bell, Chair
J.M. Fettig
B.H. Franklin
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, Safety
and Technology Committee
J.K. Barton, Chair
A.A. Allemang
A.N. Liveris
P. Polman
D.H. Reilley
J.M. Ringler
R.G. Shaw
Governance Committee
J.M. Fettig, Chair
J.A. Bell
B.H. Franklin
P.G. Stern
James M. Ringler
Jeff M. Fettig
Paul G. Stern
John B. Hess
Arnold A. Allemang
Andrew N. Liveris Dennis H. Reilley
James A. Bell Barbara H. Franklin
Ruth G. Shaw
Jacqueline K. Barton
Paul Polman
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
Chairman, Claris Capital
Director since 1992
Board of Directors
(at February 17, 2012)
Committees of the
Board of Directors
(at February 17, 2012)
Andrew N. Liveris, president, chief executive offi cer and chairman,
and William H. Weideman, executive vice president and chief
fi nancial offi cer, executed the certifi cations required by Sections
302 and 906 of the Sarbanes-Oxley Act of 2002 on February 15,
2012, and fi led Management’s Report on Internal Control Over
Financial Reporting, as required by Section 404. The certifi cations
were fi led as exhibits to the Company’s Annual Report on Form
10-K for the year ended December 31, 2011, and copies are
included herein.
In addition, Mr. Liveris certifi ed to the New York Stock Exchange
(NYSE) on May 25, 2011, that he was unaware of any violations
by the Company of the NYSE corporate governance listing
standards in effect as of that date. The certifi cation was made
in accordance with the rules of the NYSE.
7
2011 Annual Report
5 INTERVIA™ and ULTRALINK™
products: Enable clever chip
packaging for smarter and
slimmer electronics
8 INFUSE™ Olefi n Block
Copolymers: Recyclable and
offer a more sustainable
alternative in carpet and
fl ooring systems
6 Leading-edge emissive
materials: Provide brilliant
color for organic light-
emitting diode (OLED)
displays in fl at screen TVs
9 DOW ENDURANCE™ family of
semiconductive and insulation
materials: Helps deliver longevity
and reliability in power cables
7 VORANOL™ and VORALUX™
Polyols: Produce high-resilience
foams for outstanding support
and durability in furniture