BOARD CONDUCT AND OVERSIGHT

 

Our Code of Business Conduct and Ethics applies to all directors, officers and employees.

 

The Board, either directly or through its Committees, monitors and oversees various matters, including, overall Company performance, the integrity of the Company’s financial controls, the Company’s strategic plan, the Company’s financial statements, the Company’s management succession plan and human capital management, the Company’s enterprise risk management (including information technology, cybersecurity, and artificial intelligence), the Company’s corporate social responsibility and sustainability initiatives, and the Company’s ethical standards and legal compliance programs – and receives regular briefings from management on such matters.

 

Our Insider Trading Policy prohibits our directors, officers and employees from holding Balchem securities in a margin account or pledging Balchem securities as collateral for a loan.

 

The Board conducts self-assessments of their performance and effectiveness annually.

 

Each of the Committees conduct self-assessments of their performance and effectiveness at least every other year.

 

Executive sessions of independent directors are generally held at each of the Board and Committee meetings.

 

Our Corporate Governance Guidelines and all Committee Charters are reviewed at least annually.

 

The Board regularly reviews and conducts succession planning for the Board, CEO and senior management.

 

Emerging topics and developments in corporation governance practices are reviewed regularly and on an ongoing basis.

 

All Board members have access and support for continuing education training.