Corporate Governance Highlights
Management/Directors
AUTONATION, INC.
CORPORATE GOVERNANCE HIGHLIGHTS
Board of Directors Overview
Our business and affairs are managed under the direction of our Board of Directors, which is AutoNation’s ultimate decision-making body except with respect to those matters reserved to our stockholders. Our Board’s mission is to maximize long-term stockholder value. Our Board establishes our overall corporate policies, selects and evaluates our senior management team, which is charged with the conduct of our business, and acts as an advisor and counselor to senior management. Our Board also reviews AutoNation’s business strategy and the performance of management in executing our business strategy and managing our day-to-day operations. Our Directors are informed of our operations during meetings of our Board and our Board’s Committees, through reports and analyses presented to our Board and our Board’s committees, and by discussions with our management. Significant communications between our Directors and our management also occur apart from meetings of our Board and our Board’s committees.
Corporate Governance Guidelines and Codes of Ethics
Our Board of Directors has a strong commitment to corporate governance, as reflected by its adoption in 2003 of the AutoNation, Inc. Corporate Governance Guidelines, the AutoNation, Inc. Code of Business Ethics for the Board of Directors and the AutoNation, Inc. Code of Ethics for Senior Officers (the "Codes of Ethics"), copies of which are available below. Our Board does not expect to grant waivers from the Codes of Ethics. However, in the event any such waiver is granted, or if the Codes of Ethics are amended, we intend to post any such waiver or amendment in this space.
Board Committees
Our Board of Directors has established three standing committees to assist it in discharging its responsibilities: the Audit Committee; the Corporate Governance and Nominating Committee; and the Compensation Committee. In addition, our Board has established the Executive Compensation Subcommittee, which is a subcommittee of the Compensation Committee.
Audit Committee. The Audit Committee primarily assists our
Board in fulfilling its oversight responsibilities by reviewing our financial
reporting and audit processes and our systems of internal control over financial
reporting and disclosure controls. Among the Committee’s core responsibilities
are the following: (i) overseeing the integrity of our financial statements,
for which management is responsible, and reviewing and approving the scope of
the annual audit; (ii) appointing, retaining, compensating, overseeing, evaluating
and replacing our independent registered public accounting firm; (iii) reviewing
the Company’s critical accounting policies; (iv) reviewing the Company’s
quarterly and annual financial statements prior to their filing with the Securities
and Exchange Commission; (v) preparing the Audit Committee report for inclusion
in our annual proxy statement; and (vi) reviewing with management significant
financial risks or exposures and assessing the steps management has taken to
minimize, monitor and control such risks or exposures.
Audit Committee Composition
Corporate Governance Committee. The Corporate Governance Committee
assists our Board in fulfilling its oversight responsibilities by performing
the following duties: (i) periodically reviewing the corporate governance
principles and practices set forth in the Guidelines, in comparison to the
governance standards identified by leading governance authorities and our
evolving needs, and making recommendations to the Board with respect to any
appropriate amendment to the Guidelines; and (ii) leading annual evaluations
of Board and Board committee performance.
Corporate Governance Committee Composition
Nominating Subcommittee. The Nominating Subcommittee is a subcommittee
of the Corporate Governance Committee. The Nominating Subcommittee assists
the Board and the Corporate Governance Committee in fulfilling their responsibilities
by performing the following duties: (i) assessing periodically our Board’s
needs in terms of skills and qualifications and recommending to our Board
candidates for nomination and election to our Board; (ii) reviewing Board
candidates recommended by our stockholders; and (iii) recommending to our
Board assignments to committees.
Nominating Subcommittee Composition
Compensation Committee. The Compensation Committee primarily assists our
Board in fulfilling its compensation and management development and succession
planning oversight responsibilities by, among other things: (i) reviewing our
director compensation program; (ii) reviewing and approving the compensation
of our chief executive officer and other senior executive officers and, except
as expressly delegated to the Executive Compensation Subcommittee, setting annual
and long-term performance goals for these individuals; (iii) reviewing and approving
the compensation of all of our corporate officers; and (iv) reviewing the Company’s
program for management development and succession planning.
Compensation Committee Composition
Executive Compensation Subcommittee. The Executive Compensation Subcommittee
is a subcommittee of the Compensation Committee. The Subcommittee assists
the Board and the Compensation Committee in fulfilling their compensation
oversight responsibilities by performing the following duties: (i) reviewing
and approving performance-based compensation of executive officers as contemplated
under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”), including bonuses and stock option grants; (ii) administering
the AutoNation, Inc. Senior Executive Incentive Bonus Plan, including establishing
performance goals and certifying whether such goals are attained as contemplated
under Section 162(m) of the Code; and (iii) administering our stock option
plans, including approving stock option grants.
Executive Compensation Subcommittee Composition
Contact the Board or Audit Committee
Board Committee Charters/Guidelines/Codes of Ethics
Audit Committee
