Board Policy Perspectives

These Policy Perspectives have been developed to describe the intent behind our company’s operating policies. Though the operating policies are more detailed and may change over time, the Policy Perspectives provide a more enduring description of our objectives regarding corporate behavior.

Board Member Policy Perspective

To meet the needs of our company in a rapidly changing environment, Herman Miller requires a high-performance Board whose members subscribe to our values and meet the specific resource needs of the business. As an appropriate check and balance to the Leadership Team, employees other than the CEO and President will not normally be a member of the Board. Any employee who becomes a member of the Board including the CEO or President, will resign from the Board upon termination of employment. However, the employee may be invited to serve the remainder of his or her term and be nominated for additional terms at the discretion of the Board.Board members will be elected for staggered three-year terms. A Director who turns 72 years of age during a term will retire at the annual meeting following his or her 72nd birthday. Election to the Board does not confer the right to continued nomination or re-election until retirement age. The Board, like the company it serves, intends to be a learning body and is dedicated to the principle of renewal to ensure the balance it needs to serve the company well.

The Governance and Corporate Responsibility Committee, in conjunction with the CEO will conduct bi-annual performance evaluations of the overall Board and an annual review of those Directors standing for re-election. More comprehensive reviews will be given to members approaching re-election.

Individual reviews will include an evaluation of performance as well as how well the member’s experiences and skills meet the particular resource needs of the business.

Corporate Giving Policy Perspective

The Corporate Gift Program is rooted in the biblical concept of the tithe. The emphasis of our giving is to support organizations aimed at solving problems that help create a better world. Our corporate gift categories are Design, Arts and Culture, Education, Health, Holistic Human Services, and the Environment.

A true gift does not seek recognition or reward; as a consequence, publicity regarding our Corporate Gift Program and individual gifts is not generally deemed appropriate.

Financial Policy Perspective

Our financial policies are designed to ensure that our financial information is relevant, accurate, timely, consistent, and of high quality.

The Audit Committee will oversee that all necessary internal controls are in place and complied with, using both internal and external auditors for these purposes. The internal auditors will have a direct relationship with the Audit Committee.

Economic and capital budgeting principles such as Economic Value Added (EVA), Internal Rate of Return (IRR) and Discounted Cash Flow (DCF) will be applied when making key financial and strategic decisions which affect our future growth and profitability.

External financial reports will comply with U.S. generally accepted accounting principles and the additional requirements of the Securities Exchange Commission, NASDAQ and the IRS. If there are foreign statutory reporting or tax requirements which are applicable to external financial reports, such reports will comply with those as well. Quarterly and annual financial reports will be filed with the SEC as required and distributed to stockholders on a timely basis.

Compensation Policy Perspective

We value equity and fairness in our compensation structure. Our compensation programs are intended to reinforce the implementation of our strategy and our values. They will be flexible and adaptable to new business realities.

Base pay and benefits will be competitive as determined by the marketplace. Incentive pay will be designed to reward company performance relative to targeted objectives, and managed within a finite range. We recognize that executives bear a greater responsibility for the direction and ultimate success of the company. Therefore, executives should have a higher percentage of their total compensation at risk.

Ownership is an important component of our compensation philosophy. We believe that all employees should continue to share in the success of the business and that owners will make the best decisions for the long-term health of the business. We will, of course, comply with all applicable laws and regulations in the design and administration of our compensation programs.

Environmental Policy Perspective

At Herman Miller, respecting the environment is more than good business practice – it is the right thing to do. We believe that continued economic growth and environmental protection are inextricably linked – that the quality of life depends on meeting human needs and at the same time improving our environment.

We are committed to develop sustainable business practices that meet the needs of the present without compromising the welfare of future generations. Sustainability demands that we pay attention to the entire life cycle of our products. We will develop strategies that enable us to move toward sustainability while enhancing the value offered to customers. We will measure and monitor progress toward our environmental goals as a key metric of our business success. During our journey toward sustainable business practices, we will:

  • Design our products, processes, and buildings giving consideration to their impact on the environment

  • Promote environmental knowledge and awareness

  • Pursue the elimination of waste of any kind

  • Reduce, reuse, and recycle the materials used in our products and processes

  • Implement technologies to use energy resources efficiently

  • Go beyond mere compliance with environmental standards

Corporate Code of Conduct