Responsibility Report - Peabody Energy

Corporate and Social responsibility | 15Corporate Governance PrinciplesThe Board of Directors operates under a set of governance principles coveringsuch issues as the roles and responsibilities of the board and management, boardcomposition and director qualifications, director election procedures, meetingprocedures, committee functions, director orientation and continuing education,and management evaluation and succession. Key corporate governance practicesadopted by the company include:• At least a majority of the company’s directors must meet the criteria forindependence established by the NYSE. The independence of each director isreviewed at least annually and at other times when a change in circumstancescould potentially impact a director’s independence.• The company’s articles of incorporation provide for the annual election of directors.• The company’s bylaws provide for majority voting in uncontested director elections.• The Audit; Compensation, Health, Safety, Security and Environmental; andNominating and Corporate Governance Committees of the board are comprisedentirely of independent directors.• Non-management directors meet at least quarterly in an executive sessionwithout management.• The board and its committees conduct annual performance reviews to evaluatewhether they are functioning effectively and to determine what actions, if any,could improve their performance.• Each director participates in an orientation program shortly after his or herelection, and is required to attend, at company expense, an appropriate continuingeducation program at least once every three years.• The board and each committee has the authority to hire independent legal, financialand other advisors without consulting or obtaining the advance approval of any officer.• Each member of the Audit Committee has been determined by the board to be an“Audit Committee financial expert” for purposes of the Securities and ExchangeCommission’s (SEC) rules relating to audit committees.• The Audit Committee must pre-approve all audit and non-audit services performedby the company’s independent registered public accounting firm to ensure thatsuch services do not impair that firm’s independence.• Directors may not serve on more than four other public company boards.Peabody Energy’s mission statement is displayed in every company location andserves as a constant reminder of the company’s expectations for responsibledecision making.