Nominating and Governance

Casella provides solid waste management services consisting of collection, transfer, disposal, and recycling services in the northeastern United States.

Breadcrumb

Nominating and Governance

 

The Board of Directors (the "Board") of Casella Waste Systems, Inc. (the "Company") has adopted the following Corporate Governance Guidelines (the "Guidelines") to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company and its stockholders. The Guidelines should be applied in a manner consistent with all applicable laws and stock exchange rules and the Company's charter and bylaws, each as amended and in effect from time to time. The Guidelines provide a framework for the conduct of the Board's business. The Board may modify or make exceptions to the Guidelines from time to time in its discretion and consistent with its duties and responsibilities to the Company and its stockholders. It is the expectation of the Board that these Guidelines will be publicly disclosed.

Director Responsibilities
  1. Oversee Management of the Company. The principal responsibility of the directors is to oversee the management of the Company and, in so doing, serve the best interests of the Company and its stockholders. This responsibility includes:
    • Reviewing and approving fundamental operating, financial and other corporate plans, strategies and objectives, to include enterprise risk management.
    • Evaluating the performance of the Company and its chief executive officer and taking appropriate action, including removal, when warranted.
    • Evaluating the Company's compensation programs on a regular basis and determining the compensation of its senior executives.
    • Requiring, approving and implementing senior executive succession plans.
    • Establishing a corporate environment that promotes timely and effective disclosure (including robust disclosure controls, procedures and incentives), fiscal accountability, high ethical standards and compliance with all applicable laws and regulations.
    • Reviewing and approving material transactions and commitments not entered into in the ordinary course of business.
    • Developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.
    • Providing advice and assistance to the Company's senior executives.
    • Evaluating the overall effectiveness of the Board and its committees.
     
    • Exercise Business Judgment. In discharging their fiduciary duties of care, loyalty and candor, directors are expected to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its stockholders.
    • Understand the Company and its Business. Directors have an obligation to become and remain informed about the Company and its business, including the following:
    • The principal operational and financial objectives, strategies and plans of the Company.
    • The results of operations and financial condition of the Company and of significant subsidiaries and business segments.
    • The relative standing of the business segments within the Company and vis-à-vis competitors.
    • The factors that determine the Company's success.
    • The risks and problems that affect the Company's business and prospects.







    •  
    •  
    •  
    •  
    •  
    • Establish Effective Systems. Directors are responsible for determining that effective systems are in place for the periodic and timely reporting to the Board on important matters concerning the Company, including the following:
      • Current business and financial performance, the degree of achievement of approved objectives and the need to address forward-planning issues.
      • Future business prospects and forecasts, including actions, facilities, personnel and financial resources required to achieve forecasted results.
      • Financial statements, with appropriate segment or divisional breakdowns.
      • Adoption, implementation and monitoring of effective compliance programs to assure the Company's compliance with law, regulations and corporate policies.
      • Material litigation and governmental and regulatory matters. Directors should also periodically review the integrity of the Company's internal control and management information systems.







      •  
      •  
      •  
      •  
      •  
      • Board and Committee Meetings. Directors are responsible for attending Board meetings and meetings of committees on which they serve, and devoting the time needed, and meeting as frequently as necessary, to discharge their responsibilities properly.







      •  
      •  
      •  
      •  
      •  
      • Reliance on Management and Advisors; Indemnification. The directors are entitled to rely on the Company's senior executives and its outside advisors, auditors and legal counsel, except to the extent that any such person's integrity, honesty or competence is in doubt. The directors are also entitled to Company-provided indemnification, statutory exculpation and directors' and officers' liability insurance.
      Director Qualification Standards
      1. Independence. The Board shall have a majority of directors who meet the criteria for independence required by NASDAQ.







      2.  
      3.  
      4.  
      5.  
      6.  
      7. Tenure. The Board does not believe it should establish term limits. Term limits could result in the loss of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and an institutional memory that benefit the entire membership of the Board as well as management. As an alternative to term limits, the Nominations and Governance Committee shall review each director's continuation on the Board at least once every three years. This will allow each director the opportunity to conveniently confirm his or her desire to continue as a member of the Board and allow the Company to conveniently replace directors who are no longer interested or effective.







      8.  
      9.  
      10.  
      11.  
      12.  
      13. Lead Director. In the event that the Chairman of the Board is not an independent director, the Nominations and Governance Committee shall nominate an independent director to serve as "Lead Director," who shall be elected annually by a majority of the independent directors.

        The Lead Director shall:
        • Preside at all meetings of the Board at which the Chairman of the Board is not present, including any meeting of the independent directors in executive session;
        • Have the authority to call meetings of independent directors;
        • If requested by major shareholders, ensure that he or she is available for consultation and direct communication;
        • Meet with any director who is not adequately performing his or her duties as a member of the Board or any committee;
        • Facilitate communications between other members of the Board and the Chairman of the Board and/or the Chief Executive Officer; however, each director is free to communicate directly with the Chairman of the Board and/or with the Chief Executive Officer;
        • Work with the Chairman of the Board in the preparation and approval of the agenda for each Board meeting and in determining the need for special meetings of the Board;
        • Work with the Chairman of the Board in approving meeting schedules to assure there is sufficient time for discussion of all agenda items;
        • Work with the Chairman of the Board in approving all information sent to the Board; and
        Otherwise consult with the Chairman of the Board and/or the Chief Executive Officer on matters relating to corporate governance and Board performance.







      14.  
      15.  
      16.  
      17.  
      18.  
      19. Selection of New Director Candidates. Except where the Company is legally required by contract or otherwise to provide third parties with the ability to nominate directors, the Nominations and Governance Committee shall be responsible for (i) identifying individuals qualified to become Board members and (ii) recommending to the Board the persons to be nominated by the Board for election as directors at the annual or any special meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board. Director nominees shall be selected by the Nominations and Governance Committee in accordance with these Guidelines, the policies and principles in its charter and the criteria set forth in Attachment A to these Guidelines. It is expected that the Nominations and Governance Committee will have direct input from the Chairman of the Board, the Chief Executive Officer and, if one is appointed, the Lead Director. The Nominations and Governance Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole. This review shall include consideration of diversity, age, skills and experience in the context of the needs of the Board.







      20.  
      21.  
      22.  
      23.  
      24.  
      25. Extending the Invitation to a New Director Candidate to Join the Board. The invitation to join the Board should be extended by the Chairman of the Board, on behalf of the Board, and the Chairman of the Nominations and Governance Committee, on behalf of such Committee. Unauthorized approaches to prospective directors can be premature, embarrassing and harmful.







      26.  
      27.  
      28.  
      29.  
      30.  
      31. Other Board Seats. A director should engage in discussion with the Chairman of the Board and the Lead Director prior to accepting any invitation to serve on an additional public company board. Directors should not serve on more than four other public company boards.







      32.  
      33.  
      34.  
      35.  
      36.  
      37. Resignation. A director should offer his or her resignation in the event of any significant change in personal circumstances, including a change in principal job responsibilities.
      Board Meetings
      1. Selection of Agenda Items. The Chairman of the Board shall establish the agenda for each Board meeting, subject to the approval of the Lead Director. At the beginning of the year the Chairman of the Board and the Lead Director shall establish a schedule of subjects to be discussed during the year (to the extent practicable). Each Board member is free to suggest the inclusion of agenda items and is free to raise at any Board meeting subjects that are not on the agenda for that meeting. During at least one meeting each year, the Board shall review the Company's long-term strategic plans and the principal issues that the Company expects to confront in the future.







      2.  
      3.  
      4.  
      5.  
      6.  
      7. Frequency and Length of Meetings. The Chairman of the Board, in consultation with the Lead Director and the other members of the Board, shall determine the frequency and length of the Board meetings. Special meetings may be called from time to time as determined by the needs of the business.







      8.  
      9.  
      10.  
      11.  
      12.  
      13. Advance Distribution of Materials. Information and data that are important to the Board's understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors before the meeting, and directors should review these materials in advance of the meeting. The Lead Director shall approve the materials to be sent to the directors. The Board acknowledges that certain items to be discussed at a Board or committee meeting may be of an extremely confidential or time-sensitive nature and that the distribution of materials on these matters prior to meetings may not be appropriate or practicable. Presentations made at Board meetings should do more than summarize previously distributed Board meeting materials.







      14.  
      15.  
      16.  
      17.  
      18.  
      19. Executive Sessions. The independent directors shall meet in regular executive session (and in no event less than twice each year), generally as part of each regularly scheduled board meeting, to discuss matters of significance that should be discussed in the absence of the Chief Executive Officer and any other directors not qualified as independent. The director who presides at these meetings and is responsible for preparation of the agenda shall be the Lead Director if there is one, and if not, shall be chosen by the independent directors, and his or her name shall be disclosed in the annual meeting proxy statement.







      20.  
      21.  
      22.  
      23.  
      24.  
      25. Attendance of Non-Directors at Board Meetings. The Board welcomes regular attendance at each Board meeting of senior executives of the Company. Furthermore, the Board encourages the senior executives of the Company to, from time to time, bring Company personnel into Board meetings who (i) can provide additional insight into the items being discussed because of personal involvement in these areas or (ii) appear to be persons with future potential who should be given exposure to the Board.
      Board Committees
      1. Key Committees. The Board shall have at all times an Audit Committee, a Compensation Committee and a Nominations and Governance Committee. Each such committee shall have a charter that has been approved by the Board. The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.







      2.  
      3.  
      4.  
      5.  
      6.  
      7. Assignment and Rotation of Committee Members. The Nominations and Governance Committee shall be responsible for recommending to the Board the directors to be appointed to each committee of the Board. Except as otherwise permitted by the applicable rules of NASDAQ, each member of the Audit Committee, the Compensation Committee and the Nominations and Governance Committee shall be "independent" as defined by such rules.







      8.  
      9.  
      10.  
      11.  
      12.  
      13. Committee Charters. In accordance with the applicable rules of NASDAQ, the charters of the Audit Committee, the Compensation Committee and the Nominations and Governance Committee shall set forth the purposes, goals and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board. The Board shall, from time to time as it deems appropriate, review and reassess the adequacy of each charter and make appropriate changes.







      14.  
      15.  
      16.  
      17.  
      18.  
      19. Selection of Agenda Items. The chairman of each committee, in consultation with the committee members, shall develop the committee's agenda. At the beginning of the year each committee shall establish a schedule of subjects to be discussed during the year (to the extent practicable). The schedule for each committee meeting shall be furnished to all directors.







      20.  
      21.  
      22.  
      23.  
      24.  
      25. Frequency and Length of Committee Meetings. The chairman of each committee, in consultation with the committee members, shall determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee's charter. Special meetings may be called from time to time as determined by the needs of the business and the responsibilities of the committees.
      Director Access to Management and Independent Advisors
      1. Access to Officers and Employees. Directors have full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes to initiate may be arranged through the Chief Executive Officer or the Secretary or directly by the director. The directors shall use their judgment to ensure that any such contact is not disruptive to the business operations of the Company and shall, to the extent appropriate, copy the Chief Executive Officer on any written communications between a director and an officer or employee of the Company.







      2.  
      3.  
      4.  
      5.  
      6.  
      7. Access to Independent Advisors. The Board and each committee have the power to hire and consult with independent legal, financial or other advisors for the benefit of the Board or such committee, as they may deem necessary, without consulting or obtaining the approval of any officer of the Company in advance. Such independent advisors may be the regular advisors to the Company. The Board or any such committee is empowered, without further action by the Company, to cause the Company to pay the compensation of such advisors as established by the Board or any such committee.
      Director Compensation
      1. Role of Board and Compensation Committee. The form and amount of director compensation shall be determined by the Board in accordance with the policies and principles set forth below. The Compensation Committee shall conduct an annual review of the compensation of the Company's directors. The Compensation Committee shall consider that questions as to directors' independence may be raised if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated or if the Company enters into consulting contracts or business arrangements with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.







      2.  
      3.  
      4.  
      5.  
      6.  
      7. Form of Compensation. The Board believes that directors should be incentivized to focus on long-term stockholder value. Including equity as part of director compensation helps align the interest of directors with those of the Company's stockholders.







      8.  
      9.  
      10.  
      11.  
      12.  
      13. Stock Ownership Guidelines. The Board believes that each director should acquire and hold shares of Company stock in an amount that is meaningful and appropriate to such director. Accordingly, it is the policy of the Board that each non-employee director should attain a share ownership level of Company Class A common stock equal to $100,000. Each non-employee director shall attain such ownership levels not later than the later of (i) the third annual meeting following the 2008 annual meeting of stockholders of the Company or (ii) the third annual meeting following the first annual meeting at which such non-employee director is elected to the Board.







      14.  
      15.  
      16.  
      17.  
      18.  
      19. Amount of Consideration. The Company seeks to attract exceptional talent to its Board. Therefore, the Company's policy is to compensate directors at least competitively relative to comparable companies. The Company's management shall, from time to time, present a comparison report to the Board, comparing the Company's director compensation with that of comparable companies. The Board believes that it is appropriate for the Chairman of the Board and the chairmen and members of the committees to receive additional compensation for their services in those positions.







      20.  
      21.  
      22.  
      23.  
      24.  
      25. Employee Directors. Directors who are also employees of the Company shall receive no additional compensation for Board or committee service.
      Director Orientation and Continuing Education
      1. Director Orientation. The Board and the Company's management shall conduct a mandatory orientation program for new directors. The orientation program shall include presentations by management to familiarize new directors with the Company's strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its code of business conduct and ethics, its principal officers, its internal and independent auditors and its General Counsel and outside legal advisors. In addition, the orientation program shall include a review of the Company's expectations of its directors in terms of time and effort, a review of the directors' fiduciary duties and visits to Company headquarters and, to the extent practical, certain of the Company's significant facilities. All other directors are also invited to attend the orientation program.







      2.  
      3.  
      4.  
      5.  
      6.  
      7. Continuing Education. In accordance with NASDAQ rules, each director is expected to be involved in continuing director education on an ongoing basis to enable him or her to better perform his or her duties and to recognize and deal appropriately with issues that arise. The Company shall pay all reasonable expenses related to continuing director education. Directors are encouraged to seek out and attend appropriate "ISS endorsed" director education programs.
      Management Evaluation and Succession
      1. Evaluation of Chief Executive Officer. The Compensation Committee shall be responsible for overseeing the evaluation of the Chief Executive Officer. The Compensation Committee shall determine the nature and frequency of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the performance of the Chief Executive Officer, to be discussed with the Board. The Board shall review the assessment to ensure that the Chief Executive Officer is providing the best leadership for the Company over both the long- and short-term.







      2.  
      3.  
      4.  
      5.  
      6.  
      7. Succession of Senior Executives. The Compensation Committee shall present an annual report to the Board on succession planning, which shall include transitional Board leadership in the event of an unplanned vacancy. The entire Board shall assist the Compensation Committee in finding and evaluating potential successors to the Chief Executive Officer. The Chief Executive Officer should at all times make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. The Compensation Committee shall identify, and periodically review and reassess, the qualities and characteristics necessary for an effective Chief Executive Officer. With these principles in mind, the Compensation Committee should periodically monitor and review the development and progression of potential internal candidates against these standards.
      Annual Performance Evaluation of the Board

      The Nominations and Governance Committee shall oversee an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. The Nominations and Governance Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board's performance, to be discussed with the Board. To assist in its self-assessment, the Board shall, at the beginning of each year, consider establishing an agreed-upon list of Board objectives and performance goals for the year, which shall be used as benchmarks in evaluating its performance at year end. The purpose of this process is to improve the effectiveness of the Board and its committees.

      In addition, individual director evaluations shall be conducted annually by the Nominations and Governance Committee. The Chair of the Nominations and Governance Committee shall meet confidentially with each director to provide feedback.

      Board Interaction with Institutional Investors, the Press, Customers, Etc.

      The Board believes that the Chief Executive Officer and his or her designees speak for the Company. Subject to the Company's disclosure policy as in effect from time to time, individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company. It is, however, expected that Board members would do so with the knowledge of and, absent unusual circumstances or as contemplated by the committee charters and these Guidelines, only at the request of the Company's senior executives.

      Periodic Review of the Corporate Governance Guidelines

      The Nominations and Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of these Guidelines and recommend any proposed changes to the Board for approval.

      Gregory B. Peters James F. Callahan Jr. Michael K. Burke John W. Casella
      • Member
      • Chair
      • Financial Expert
      • Independent Director