Dow Chemical 2012 Annual Report Download - page 11

2012 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 lead 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.
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.
Board of Directors
(at February 15, 2013)
Andrew N. Liveris

and Chairman of the Board
Director since 2004
Arnold A. Allemang
Director since 1996
Ajay Banga
President and Chief Executive

Director since 2013
Jacqueline K. Barton



Director since 1993
James A. Bell
Former Executive Vice President,
Corporate President and Chief


Director since 2005
Audit Committee
J.A. Bell, Chair

R.G. Shaw
Committees of the Board of Directors
(at February 15, 2013)
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 15, 2013, 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, 2012, and copies
are included herein.
In addition, Mr. Liveris certified to the New York Stock
Exchange (NYSE) on May 17, 2012, 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.
Compensation and
Leadership Development
Committee



Environment, Health, Safety
and Technology Committee
J.K. Barton, Chair
A.A. Allemang
P. Polman
Governance Committee

J.A. Bell

Jeff M. Fettig
Chairman and Chief Executive

Dow Lead Director,
Director since 2003
John B. Hess
Chairman and Chief Executive

Director since 2006
Paul Polman


Director since 2010
Dennis H. Reilley

Covidien, Ltd.
Director since 2007
James M. Ringler
Chairman, Teradata Corporation
Director since 2001
Ruth G. Shaw
Former Executive Advisor,

Director since 2005
Seated, left to right:

Jacqueline K. Barton, James A. Bell, Paul Polman
Standing, left to right:

Not pictured: