Sound, effective corporate governance must include a board of directors independent from management but accountable to the company and its shareholders.
At Fluor, eight of the nine board members are independent, non-employee directors. The director who is not independent is David E. Constable, Fluor's chairman and chief executive officer.
Independent board members meet regularly (at least quarterly) without members of management present. Fluor's Lead Independent Director, Alan M. Bennett, presides over and sets the agenda for these executive sessions.
The lead independent director is appointed for a three-year term by Fluor's independent directors. The lead independent director is responsible for consulting with the chairman and CEO on agendas, scheduling, and information needs relating to board and committee meetings. He acts as a liaison between the independent directors and management and guides the director orientation process for new board members.
Pursuant to Fluor's Corporate Governance Guidelines, the Governance Committee conducts a review of director independence in February of each year and makes a determination regarding the independence of its directors under the standards set forth in Section 10 of the Guidelines and NYSE listing standards.
During this review, the board considers transactions and relationships between the directors or any member of their immediate families and the company and its subsidiaries and affiliates. In making independence determinations, the board considers each relationship not only from the standpoint of the director but also from the standpoint of persons and organizations with which the director has a relationship.
See the Fluor board of directors' composition with brief biographies of each of the directors.