US Bank 2003 Annual Report Download - page 7

corporate
governance
Good corporate governance promotes ethical
business practices, demands meticulous accounting
policies and procedures and includes a structure
with effective checks and balances. Corporate
governance is vital to the continued success of
U.S. Bancorp and the entire financial services
industry. Our ethical standards have rewarded
us with an enviable reputation in today’s
marketplace —a marketplace where trust is
hard to earn. Our shareholders, customers,
communities and employees demand —and
deserve —to do business with companies
they can trust. U.S. Bancorp operates with
uncompromising honesty and integrity. Our
Board of Directors has had a Corporate
Governance Committee for many years. We have
implemented Corporate Governance Guidelines
in response to today’s heightened concern. Our
Corporate Governance Guidelines are available
for you to view on our Internet web site at
usbank.com. Following are some of the important
elements of our Corporate Governance practices.
Independent oversight. Each of our Audit
Committee, Compensation Committee and
Governance Committee is composed entirely of
independent outside directors. In fact, following
our annual meeting, our Chairman, President and
Chief Executive Officer will be the only member
of our Board of Directors who is not independent.
In addition, our Board of Directors and the
committees of the Board meet in “executive
session”without management in attendance at
every meeting. The presiding director at every
executive session of the Board is an independent
director. The Board and each committee also have
express authority to engage outside advisors to
provide additional independent expertise for their
deliberations.
Board of Directors’focuson
U.S.Bancorp.To ensure that our directors
are able to focus effectively on our business,
we limit the number of other public company
boards a director may serve on to three. The
Chairman, President and Chief Executive Officer
of U.S. Bancorp serves on only two other public
company boards. Audit Committee members
may serve on no more than three other public
company audit committees, and the chairman
of the Audit Committee serves on no other
audit committees.
Board of Directors’knowledgeand
expertise.All of our directors are skilled
business leaders. Directors are encouraged to
attend continuing director education seminars in
order to keep a sharp focus on current good
governance practices. In addition, the Board and
each committee may use outside advisors to add
expertise on specific issues. Our directors have full
and unrestricted access to our management and
employees. Additionally, key members of
management attend Board meetings from time to
time to present information about the results,
plans and operations of their business segments.
The Board and each committee perform annual
self-evaluations in order to assess their
performance and to ensure that the Board
and committee structure is providing effective
oversight of corporate management. You may
review the charters of each of our Board
committees on our Internet web site at
usbank.com.
Management’sownershipcommitment.
We understand clearly that U.S. Bancorp
shareholders are the primary beneficiaries of
management’s actions. All U.S. Bancorp executive
officers and directors own shares of company
stock, and in order to tightly align management’s
interests with those of our shareholders, we have
established stockownership guidelines for our
executive officers.
Disclosure controls.We have established
rigorous procedures to ensure that we provide
complete and accurate disclosure in our publicly
filed documents. We have also established a
telephone hotline for employees to anonymously
submit any concern they may have regarding
corporate controls or ethical breaches.
Management investigates all complaints and
directs to our Audit Committee any issues
relating to concerns about our financial
statements or public disclosures.
U.S.BancorpCode of Ethicsand
Business Conduct. Each year, we reiterate
the vital importance of our Code of Ethics and
Business Conduct. The Code applies to directors,
officers and all employees, who must certify
annually their compliance with the standards of
the Code. The content of the Code is based not
solely on what we have the right to do, but, even
more importantly, on what is the right thing to
do. Our standards are higher than any legal
minimum because our business is built on trust.
You may review our Code of Ethics and Business
Conduct on our Internet web site at usbank.com.
CommunicationswithourBoard of
Directors.Shareholders can communicate with
our Board of Directors by sending a letter
addressed to the Board of Directors, the
independent outside directors or specified
individual directors, to:
The Office of the Corporate Secretary
U.S. Bancorp
800 Nicollet Mall
Minneapolis, MN55402