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 Governance
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Governance
Last updated 5/20/09
Gap Inc. was founded in 1969 on the principle of conducting our business in
a responsible, honest and ethical manner. For us, good corporate governance
means going beyond compliance. It means taking a leadership role in instituting
and maintaining practices that represent strong business ethics — and ensuring
we communicate consistently with our shareholders, customers and neighbors
around the world.
We are committed to continually evolving and adopting appropriate corporate
governance best practices. Gap Inc.'s Corporate Governance Guidelines were most
recently updated in May 2009.
Please see the Corporate Governance
Guidelines for additional information.
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Highlights
Board Engagement
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| Gap Inc. directors must make a significant time commitment when they join
our board. The full board meets at least five times per year. In addition,
board members often work on board matters and with management outside of formal
meetings. |
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| Board members who are full-time employees of other companies should not
serve on more than three public company boards at one time, and directors who
are retired from full-time employment should not serve on more than five public
company boards. |
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| All board members are expected to complete a formal onboarding program
within six months of joining. |
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Board Quality
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| Gap Inc. is committed to maintaining an active, engaged board. Qualified
candidates for the board are interviewed by the Chairman and CEO, at least two
independent directors and members of management, as appropriate. |
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| The Governance and Nominating Committee is responsible for the review and
assessment of the composition and overall performance of the board and each
director. As part of this process, each board member must participate in and
complete an extensive annual performance evaluation, including individual peer
assessments, in order to be nominated for annual re-election. |
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Board Independence
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| A majority of Gap Inc.'s board members are independent of the company and
its management, and we are committed to maintaining at least two-thirds of
independent directors. Currently, our board has 10 directors, seven of whom are
independent. |
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| At every board meeting, time is set aside for the independent directors to
meet in executive session. |
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Lead Independent Director
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| Since 2003, Gap Inc.'s independent directors have appointed a Lead
Independent Director. The Lead Independent Director is elected annually to
preside over independent directors' executive sessions and to facilitate
information flow between the directors and the Chairman. |
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Board Committees
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| Only independent directors sit on Gap Inc.'s three board committees. |
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| Two members of our Audit and Finance Committee are "audit committee
financial experts" under SEC rules. |
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Audit Firm Lead Partner Rotation
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| Gap Inc. rotates the lead partner of its independent auditor, Deloitte
& Touche, so that he or she will not perform audit services for more than
five consecutive fiscal years. A new lead partner assumed audit responsibility
during the first quarter of 2006. |
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Shareholder Authority
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| At an uncontested election, any nominee for director who receives a greater
number of votes "withheld" from his or her election than votes
"for" such election shall submit to the company an offer letter of
resignation, subject to board acceptance. The Governance and Nominating
Committee will consider the offer of resignation. The board shall act promptly
with respect to each such letter of resignation. The board's decision would be
disclosed publicly. |
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| Gap Inc. does not have a classified board; directors are elected
annually. |
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| Shareholders can act by written consent; holders of 10 percent of Gap Inc.
shares can call special meetings of the shareholders. |
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Political Engagement Policy
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| We believe that it is important to participate in political and regulatory
processes on issues that affect our business and community interests. We work
proactively to enable Gap Inc.'s strategies through public policy and
government advocacy, and participate in political activities and advocate for
legislation when there is a connection to our ability to grow our business in a
way that is consistent with our values, our legal obligations, and our Codes of
Business Conduct and Vendor Conduct.
Read the PDF for the full text of our political engagement policy. |
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Hedging Policy
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| Board members are prohibited from speculating in or hedging their ownership
of the Company's stock, including the use of short sales, "sales against
the box," "cashless collars," forward sales, equity swaps and other
similar or related arrangements. |
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Contact the Board
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| Anyone may communicate governance matters directly to the Gap Inc. Board of
Directors by emailing board@gap.com.
Communications will be received and reviewed by our Chairman and our Lead
Independent Director, as well as our Corporate Secretary's Office. Matters may
be referred to the entire board, board committees, individual members and other
departments within the company. |
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| Anyone may communicate compliance matters, including suspected violations
of our Code of Business
Conduct or accounting, internal accounting controls or auditing concerns,
confidentially to the Corporate Compliance department by emailing corporate_compliance@gap.com or
by calling our Code
Hotline. Accounting, auditing and other significant concerns are referred
by the Corporate Compliance department to the Audit and Finance Committee. |
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Contact the Corporate Secretary's Office
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| Anyone may also communicate with the Corporate Secretary's Office by
writing to: Corporate Secretary, Two Folsom Street, San Francisco, CA
94105 |
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